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AWL Agri Business Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your Directors are pleased to present the 27th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2025 (âFY 2024-25/ FY25â).
The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (âInd ASâ) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013 (âActâ).
In FY25, your Company recorded total revenue of H 63,672 crore. This represents a robust year-on-year growth of 24%, supported by an underlying volume growth of 9%. Realization improved in second half of the year as the Government of India raised import duties on crude edible oils (soya, palm, sunflower) to an effective 27.5% and refined oils to 35.75%, aiming to boost local production.
The year also marked the launch of a new corporate logo and brand identity, underscoring your Company''s commitment to innovation and future readiness. Your Company has been rebranded as AWL Agri Business Limited (Formerly known
as Adani Wilmar Limited''), a name that captures its growing presence in India''s food economy and its enduring belief in responsible, value-driven growth. Your Company celebrated 25 years of ''Fortune,'' its flagship brand known for its quality, consistency, and deep-rooted consumer trust.
Both Edible Oils and Food & FMCG segments registered strong growth, in terms of volume and value. Edible Oils revenue rose 28% YoY to H 49,736 crore, driven by a 10% increase in volume, while Food & FMCG delivered 26% YoY growth, reaching H 6,273 crore, with a matching 26% increase in volume. The Industry Essentials segment, however, posted only marginal
revenue growth of 2% YoY to H 7,663 crore, with volumes declining by 5% YoY, reflecting softness in select sub-segments.
In FY 25, your Company delivered a record operating EBITDA of H 2,482 crore, more than doubling from H 1,135 crore in the previous year. This marked a turnaround from the subdued profitability experienced in FY 24. Profit Before Tax (PBT) also improved sharply, reaching H 1,601 crore.
Continued gains in market share across key edible oil categories further reinforced your Company''s leadership position â soybean oil rose to 28.2%, mustard oil to 15.5%, and sunflower oil to 9.9%. Targeted marketing campaigns, enhanced digital presence, and localized packaging â especially in South India â enabled deeper consumer engagement across geographies.
Strategic marketing and distribution initiatives underpinned volume and visibility growth. Rural campaigns in the North and East, combined with urban activations in the South, expanded brand reach. Looking ahead, your Company aims to deepen penetration in high-potential zones: expanding sunflower oil in South India, driving soybean oil in Madhya Pradesh and Maharashtra, growing mustard oil in rural Uttar Pradesh and Bihar, and boosting rice bran oil presence in Chhattisgarh and Maharashtra.
In the Food & FMCG segment, your Company gained market share through regional innovation, channel expansion, and a sharper branded portfolio. The wheat flour category benefited from region-specific SKUs and smaller packs, attracting new consumers and enhancing market penetration. In rice, the Fortune brand saw continued momentum, driven by strong e-commerce sales and a revival in the regional (non-Basmati) segment following the easing of export restrictions and successful G2G trade initiatives.
In line with its strategic vision to become a comprehensive provider of kitchen essentials for Indian households, your Company took a significant step forward by entering into an agreement in March 2024 to acquire 100% equity in GD Foods. The first tranche, comprising an 80% stake, was completed in April 2025. GD Foods is a well-established brand in North India, particularly recognized for its leadership in the sauces and pickles segment and maintains a diverse product portfolio across eight categories with an annual revenue of approximately H 400 crore. This acquisition reinforces your Company''s commitment to meeting the evolving culinary preferences of Indian consumers and strengthens its presence in the packaged foods space.
Your Company has been expanding its distribution network in general trade to expand its business. In General Trade, your Company successfully expanded its rural footprint, reaching over 50,000 rural towns. Direct retail coverage increased by 19% YoY, reaching 8.6 lakh outlets, positioning your Company well to achieve its target of 10 lakh outlets by FY 2027. This
expanded distribution network provides a strong foundation for sustained growth in the years ahead.
The FMCG industry is undergoing rapid channel shifts, with consumers increasingly embracing quick commerce for the convenience and speed it offers. At AWL, we have responded proactively to this evolving landscape. Your Company''s e-commerce sales have grown nearly fourfold over the past four years, driven largely by the strong momentum in quick commerce. In FY25, our total revenue from alternate channels âincluding Modern Trade and e-commerce â surpassed H 3,600 crore, underscoring its focus on building a future-ready, omni channel distribution model.
Alternate channels delivered impressive growth during the year:
- Modern trade posted a 21% increase in value and 5% in volume, driven by focused pricing strategies and growth in smaller-format chains.
- E-commerce volume
- E-commerce volume rose 35%, with value sales growing 48%, spurred by seasonal promotions and brand visibility.
-Quick commerce, in particular, emerged as a high-growth driver, with its share of total e-commerce rising from 40% in April 2024 to over 50% by February 2025. Your Company responded with format innovations, including smaller packs and festive kits, and boosted marketing on platforms like Blinkit, Zepto, and Instamart.
The HoReCa division recorded a transformational year, achieving H 600 crore in branded sales. Distribution expanded to over 40 cities, supported by a 16% volume growth led by institutional sales and key account activation.
The commencement of operations at your Company''s Gohana facility in January 2025 marked a milestone in manufacturing. Spanning 85 acres in Haryana, this integrated food processing facility is the largest of its kind in India and reflects your Company''s long-term commitment to capacity expansion and operational excellence.
This year, AWL has been included in the FTSE4Good Index Series âa recognition of its ongoing commitment to responsible and sustainable business practices. Your Company actively tracks and benchmarks its progress through globally respected ESG ratings such as the DJSI and CDP.
In FY25, your Company expanded its renewable energy and sustainability initiatives significantly. One additional solar plant was commissioned, bringing the total number of operational solar installations to 14 and increasing its total solar capacity to 9,648 kWp, up from 8,819 kWp in the previous year. Your Company also installed Zero Liquid Discharge (ZLD) systems at two more locations, raising the total count to 11 and enhancing our daily ZLD treatment capacity from 2,900 KL to 3,100 KL. Additionally, your Company planted 50,500 trees during the year, surpassing its annual target of 50,000 and
bringing the cumulative total to 184,282 trees. To strengthen its commitment to sustainability, your Company established a dedicated ESG Committee, chaired by an Independent Director, to ensure oversight, accountability, and progress on environmental and social goals.
Your Company''s strong focus on sustainability and safety has been recognized through several prestigious awards. Notably, your Company''s Mundra and Hazira plants received gold and silver medals at the India Green Manufacturing Challenge, while the Vidisha plant earned a safety award at the Global Safety Summit 2024. These recognitions highlight your Company''s commitment to operational excellence.
Your Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Your Company is rapidly expanding in the direction from being an edible oil company to an integrated leading food FMCG company. Towards attainment of this goal, your Company is incurring capital expenditure on an ongoing basis for upgradation of its existing facilities and acquisition of new brands/plants. The internal accruals are ploughed back to partly fund the ongoing expansion and investment projects. Under the circumstances, the Directors do not recommend any dividend for the financial year under review and do not propose to carry any amount to reserves.
The Dividend Distribution Policy in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company''s website and link for the same is given in Annexure-A of this report.
During the year under review, there was no change in the authorized and paid-up share capital of your Company. The equity authorized share capital of your Company is H 362.76 crore and paid-up equity share capital of your Company is H 129.96 crore.
Change in the name of the Company
The shareholders of your Company by means of a Special Resolution passed through Postal Ballot on February 23, 2025, approved change in the name of the Company from Adani Wilmar Limited'' to ''AWL Agri Business Limited''. The name change symbolizes the Company''s broader vision, emphasizing growth and transformation in the Food FMCG sector. The new name is consistent with the Company''s brand, shall enhance its brand value and depicts the Company''s over-arching expertise in various facets of agri business and Food FMCG sector.
The Ministry of Corporate Affairs, Central Processing Centre, Manesar, has issued a fresh certificate of incorporation dated March 17, 2025 confirming change in the name of your Company from âAdani Wilmar Limitedâ to âAWL Agri Business Limitedâ effective from March 17, 2025.
The Board of Directors of your Company at its meeting held on August 1, 2024 approved a draft scheme of arrangement for demerger of the demerged undertaking comprising of Food & FMCG business and edible oil business from Adani Enterprises Limited as the Demerged Company to Adani Wilmar Limited, the Resulting Company. The scheme inter alia provided for the transfer and vesting of the Demerged Undertaking, which primarily included the entire business of Demerged Company pertaining to the Food FMCG Business with all associated activities, assets, liabilities and Demerged Company''s strategic investments in Adani Commodities LLP from the Demerged Company to the Resulting Company on a going concern basis, and issue of equity shares by the Resulting Company to the equity shareholders of the Demerged Company, in consideration thereof.
Subsequently, the Board of Directors of your Company, at its meeting held on October 29, 2024, resolved to withdraw the draft Scheme of Arrangement between Adani Enterprises Limited and Adani Wilmar Limited, along with their respective shareholders and creditors, proposed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The decision to withdraw the scheme âoriginally intended for the demerger of the Demerged Undertaking âwas taken considering the Company''s ongoing efforts to comply with the Minimum Public Shareholding (MPS) requirements. In order to provide directional clarity to shareholders, the Board decided that pursuing the demerger scheme, would not be prudent.
Minimum Public Shareholding (MPS)
Pursuant to Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended till date and Rule 19A and Rule 19(2)(b) of the Securities Contracts (Regulations) Rules, 1957 read with relevant circulars issued by Securities and Exchange Board of India (SEBI), Adani Commodities LLP, one of the promoters of your Company, sold 17,56,01,314 equity shares (representing 13.52% paid up share capital of your Company) through Offer for Sale (OFS) mechanism on January 10, 2025 and January 13, 2025 via stock exchange portals in accordance with the applicable laws.
Following this transaction, the shareholding of the Promoter and Promoter Group in your Company has been reduced to 74.36%, thereby ensuring the Company''s compliance with the Minimum Public Shareholding (MPS) norms as prescribed under the relevant regulations.
Disclosures under the Employees Stock Option Scheme
Your Company has formulated the âAWL Employees Stock Option Scheme 2024â (Stock Option Scheme 2024), implemented through the AWL Employees Welfare Trust, with the objective of attracting, retaining, and motivating talented professionals by providing them with an opportunity to participate in the equity ownership of the Company. This initiative aims to align employee interests with the long-term growth and profitability of the Company.
In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI SBEBS Regulationsâ), the requisite disclosures pertaining to the Stock Option Scheme 2024 for the financial year ended 31st March 2025 are available on the Company''s website at https://www.awl.in/Investors/other-downloads .
There have been no material changes to the Stock Option Scheme 2024 during the year. The Stock Option Scheme 2024 remains in full compliance with the SEBI SBEBS Regulations, as amended from time to time.
A certificate from the Secretarial Auditor confirming that the Stock Option Scheme 2024 has been implemented in accordance with the SEBI SBEBS Regulations and shall be placed on the website of the Company at https://www.awl.in/ Investors/other-downloads.
Strategic Acquisitions/Divestment
⢠Your Company has completed the acquisition of 67% stake in Omkar Chemical Industries Private Limited (âOCIPLâ) from its existing shareholders on August 17, 2024. Consequently, OCIPL has become a subsidiary of the Company. The acquisition is in line with the Company''s strategy to expand its presence in the specialty chemical industry.
⢠On March 4, 2025, your Company has entered into a Share Purchase Agreement (SPA) for acquisition of the entire share capital of G.D. Foods Manufacturing (India) Private Limited, New Delhi in multiple tranches at a price per share arrived on the basis of an agreed enterprise value for each tranche in accordance with the applicable laws and the terms and conditions set out in the SPA. The transaction will be completed upon the satisfaction of customary conditions precedent associated with each tranche as specified in the SPA.
⢠Shung Shing Edible Oil Limited, a step down subsidiary of your Company in Bangladesh, has been amalgamated with its holding company, Bangladesh Edible Oil Limited, pursuant to an order passed by the Supreme Court of Bangladesh, High Court Division. The amalgamation is effective from June 3, 2024 and is in line with the Company''s efforts to streamline its operations and optimize corporate structure in the region.
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY25 or the previous financial years. Your Company did not accept any deposit during the year under review.
Particulars of loans, guarantees or investments
During the year under review, investments made and intercorporate loans granted to its subsidiary companies and joint venture companies are in compliance with the provisions of Section 186 of the Act, the details of which have been provided in the notes to the financial statements.
No guarantee was provided by your Company during the year under review.
Subsidiaries, Joint Ventures and Associate Companies
A list of subsidiaries / associates / joint ventures of your Company is provided as part of the notes to the consolidated financial statements.
During the year under review, the Company acquired majority stake in the following entity:
⢠Omkar Chemical Industries Private Limited, Gujarat.
During the year under review, the following entity ceased to be a subsidiary of your Company:
⢠Shung Shing Edible Limited, Bangladesh
As on March 31 2025, your Company had the following subsidiaries, associates and joint ventures:
A. Subsidiaries:
1) Golden Valley Agrotech Private Limited, India
2) AWL Edible Oils and Foods Private Limited, India
3) AWL Agri Holdings Pte. Ltd., Singapore (formerly known as Adani Wilmar Pte. Ltd.)
4) Leverian Holdings Pte. Ltd., Singapore
5) Bangladesh Edible Oil Limited, Bangladesh
6) Shun Shing Edible Oil Limited, Bangladesh (upto June 3, 2024)
7) Omkar Chemical Industries Private Limited (w.e.f August 17, 2024)
B. Joint Ventures:
1) Vishakha Polyfab Private Limited, India
2) AWN Agro Private Limited, India
3) K.T.V. Health Food Private Limited, India (âKTVHFâ)
4) KTV Edible Oils Private Limited, India (100% subsidiary of KTVHF.)
C. Associates :
1) PT Flextech Packaging, Indonesia (joint venture of Vishakha Polyfab Private Limited, India).
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.
The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company https://www.awl.in/ Investors/other-downloads .
Directors and Key Managerial Personnels
As of March 31, 2025, your Company''s Board had seven members comprising of two Executive Directors, one NonExecutive and Non-Independent Director and four Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.
In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company''s business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.
Cessation/Change in Designation of Directors
During the year under review, the following changes took place in the Directorships:
Cessation:
On December 30, 2024, Adani Commodities LLP (ACL), Adani Enterprises Limited (AEL) and Lence Pte. Ltd. (LPL) , the promoter entities of your Company, had entered into an agreement in terms of which ACL and Lence have agreed to grant a simultaneous right of call option and put option to each other to have the option to exercise such a right for purchase and sale of all shares held by ACL. On completion of the transaction, ACL shall cease to have any shareholding in the Company.
Pursuant to the execution of the agreement, Mr. Pranav V. Adani (DIN:00008457) and Dr. Malay Mahadevia (DIN: 00064110) have resigned as Directors of your Company.
The Board places on record the deep appreciation for valuable services and guidance provided by Mr. Pranav V. Adani and Dr. Malay Mahadevia during their tenure of directorship.
Re-appointment of Director(s) retiring by rotation
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Kuok Khoon Hong (DIN: 00021957) and Mr. Ravindra Kumar Singh (DIN: 08253320) are liable to retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.
The Board recommends the re-appointment of Mr. Kuok Khoon Hong and Mr. Ravindra Kumar Singh as Directors for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.
Declaration from Independent Directors
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Key Managerial Personnel:
As on the date of this report, following are the Key Managerial Personnel (âKMPs") of your Company as per Sections 2(51) and 203 of the Act:
⢠Mr. Angshu Mallick, Managing Director & Chief Executive Officer (CEO)
⢠Mr. Shrikant Kanhere, Deputy Chief Executive Officer & Chief Financial Officer
⢠Mr. Ravindra Kumar Singh, Whole Time Director
⢠Mr. Darshil Lakhia, Company Secretary
As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2025, the Board has constituted the following committees / sub-committees.
Statutory Committees:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders Relationship Committee
⢠Risk Management Committee
⢠Corporate Social Responsibility Committee
Governance Committee
⢠Environmental, Social and Governance Committee
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, which forms part of this Annual Report.
Number of meetings of the Board
The Board met 9 (nine) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
Independent Directorsâ Meeting
The Independent Directors met on March 24, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Nomination and Remuneration Committee (NRC) engaged Talentonic HR Solutions Private Limited (âTalentonicâ), an external advisory company, to facilitate the evaluation and effectiveness process of the Board, its committees and individual Directors for the FY24-25.
A detailed Board effectiveness assessment questionnaire was developed by Talentonic based on the criteria and framework adopted by the Board.
The results of the evaluation confirmed high level of commitment and engagement of the Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on March 24, 2025 and also at the Nomination and Remuneration Committee (âNRCâ) meeting and Board
meeting held on April 28, 2025, respectively. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its committees.
Board Familiarisation and Training Programme
The Board is regularly updated on the changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company''s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company.
Policy on Directorsâ appointment and remuneration
Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors'' appointment and remuneration and other matters (âRemuneration Policyâ) which is available on the website of your Company and link for the same is given in Annexure-A of this report.
The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.
Your Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website and link for the same is given in Annexure-A of this report.
Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in concurrence with the Board.
Directorsâ Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:
a. in the preparation of the Annual Financial Statements, the
applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
d. the annual financial statements have been prepared on a going concern basis;
e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.
Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.
Compliance Management Mechanism
Your Company has deployed a Statutory Compliance Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the senior management on a periodic basis. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.
The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure - A to this report.
Corporate Social Responsibility (CSR)
The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company and link for the same is given in Annexure-A of this report.
The Annual Report on CSR activities is annexed and forms part of this report as Annexure-B
The Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY24-25 have been utilized for the purpose and in the manner approved by the Board of your Company.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report.
Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.
In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (âCode of Conductâ), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is given in Annexure-A of this report.
Business Responsibility & Sustainability Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for the FY 24-25, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report. In addition to BRSR, the Annual Report of your Company provides an insight on various ESG initiatives adopted by your Company.
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.awl.in/ Investors/other-downloads .
Transactions with Related Parties
All the transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.
All transactions with related parties entered into during the year under review were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.
The Audit Committee comprises of majority of the Independent Directors of your Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.
During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for the FY 24-25 and hence does not form part of this report.
During the year, the material related party transactions to be entered into during the FY 24-25 and FY 25-26 pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations had been duly approved by the shareholders of your Company in the 26th Annual General Meeting held on June 26, 2024.
Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. No loans/investments to/in the related party have been written off or classified as doubtful during the year under review.
The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link given in Annexure-A of this report.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.
Statutory Auditors & Auditorsâ Report
Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) continue as the Statutory Auditors of your Company till the conclusion of 29th Annual General Meeting (AGM) of your Company to be held in the year 2027. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. A representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on June 26, 2024. The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.
Secretarial Auditors and Secretarial Auditors Report
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for the FY24-25. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.
Further, pursuant to amended Regulation 24A of the SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM, M/s SPANJ & Associates, Practicing Company Secretaries (C. P. No. 10644; Peer reviewed certificate no. 6467/2025) have been appointed as a Secretarial Auditors to undertake the Secretarial Audit of your Company for the first term of five consecutive years from FY 25-26 to FY 29-30, subject to approval of the shareholders at the ensuing AGM. M/s SPANJ & Associates have confirmed that they are not disqualified to be appointed as Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.
During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.
Cost Records and Cost Auditors
During the year under review, in accordance with the provisions of Section 148(1) of the Act, your 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. Dalwadi & Associates, Cost Auditors of the Company for the FY 24-25.
The Board has re-appointed M/s. Dalwadi & Associates, Cost Accountants (Firm Registration Number : 000338) as the Cost Auditors of your Company for conducting cost audit for the FY 25-26. A resolution seeking the approval of the shareholders for ratifying the remuneration payable to the Cost Auditors for the FY 2025-26 is provided in the Notice of the ensuing AGM.
The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by your Company.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by the Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.
Your Company had 2,772 (standalone basis) employees as of March 31, 2025.
The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration are provided in Annexure-D of this report.
The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.
During the year under review, your Company has not received any complaint pertaining to sexual harassment.
All new employees go through a detailed personal orientation on POSH Policy adopted by your Company.
Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate reporting of genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company and link for the same is given in Annexure-A of this report.
During the year under review, your Company received 2 (two) complaints under the vigil mechanism, which have been properly dealt with and resolved.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-E of this report.
In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.
During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct (âPIT Codeâ) to regulate, monitor and report trading in your Company''s shares by your Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in your Company''s shares and sharing Unpublished Price Sensitive Information (âUPSIâ). The PIT Code covers your Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on your Company''s website and link for the same is given in Annexure-A of this report.
Neither the Chairman nor the Whole Time Director or the
Managing Director and CEO of your Company received any
remuneration or commission from any of the subsidiary
of your Company.
Your Directors state that during the year under review:
1. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.
2. Your Company did not issue shares (Including sweat equity shares) to employees of your Company under any scheme.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operations in future.
4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3) (c) of the Act).
5. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.
6. No one time settlement of loan was obtained from the Banks or Financial Institutions.
7. There were no revisions made in the financial statements and Directors'' Report of your Company.
Disclosure about utilization of initial public offer (IPO) proceeds
Your Company discloses to the Audit Committee the uses/ application of proceeds/funds raised from the initial public offer (IPO) as a part of the quarterly review of financial results. Your Company has appointed HDFC Bank Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 (âICDR Regulationsâ), as amended from time to time, to monitor the utilization of IPO proceeds. Your Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus dated February 1, 2022. Your Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the equity shares of your Company are listed, namely the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, Maritime Boards, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.
Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.
Mar 31, 2024
The Directors are pleased to present the 26th Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2024 (âFY 2023-24/ FY24â).
The Audited Financial Statements of your Company as on 31st March, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (âInd ASâ) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013 (âActâ).
The summarized financial highlight is depicted below:
|
(Rs. in Crore) |
||||
|
Consolidated |
Standalone |
|||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from operations |
51,261.63 |
58,184.81 |
49,242.58 |
55,262.45 |
|
Other Income |
293.61 |
963.51 |
289.95 |
958.86 |
|
Total Income |
51,555.24 |
59,148.32 |
49,532.53 |
56,221.31 |
|
Expenditure other than Depreciation and Finance cost |
50,126.37 |
57,226.02 |
48,101.83 |
54,348.43 |
|
Depreciation and Amortisation Expenses |
363.85 |
358.46 |
321.59 |
319.30 |
|
Finance Cost |
749.11 |
774.92 |
674.37 |
728.93 |
|
Total Expenditure | |
51,239.33 |
58,359.40 |
49,097.79 |
55,396.66 |
|
Profit before share of Profit/ (Loss) from joint ventures, |
315.91 |
788.92 |
434.74 |
824.65 |
|
exceptional items and tax |
||||
|
Exceptional Items |
53.51 |
- |
53.51 |
- |
|
Profit before share of Profit/ (Loss) from joint ventures and tax |
262.40 |
788.92 |
381.23 |
824.65 |
|
Total tax expense |
91.75 |
235.35 |
103.07 |
217.42 |
|
Profit after Tax and before share of profit/)(loss) from joint |
170.65 |
553.57 |
278.16 |
607.23 |
|
venture entities |
||||
|
Share of profit/(loss) from joint venture entities |
(22.66) |
28.55 |
- |
- |
|
Profit for the year |
147.99 |
582.12 |
278.16 |
607.23 |
|
Other Comprehensive (loss)/ income (net of tax) |
(4.04) |
(22.73) |
(0.73) |
3.20 |
|
Total Comprehensive Income for the year |
143.95 |
559.39 |
277.43 |
610.43 |
|
Attributable to: |
||||
|
Equity holders of the parent |
143.95 |
559.39 |
- |
- |
|
Non-controlling interests |
- |
- |
- |
- |
1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.
2. Previous year figures have been regrouped/re-arranged wherever necessary.
3. There has been no change in nature of business of your Company.
During the FY 2023-24, your Company achieved significant milestones, marking yet another successful year. One of
the proudest and main accomplishments was reaching a remarkable milestone of 3 Lakh MT of Edible Oil sales in October 2023, coupled with achieving the highest Consumer Pack (CP) food sales. According to Nielsen data, your Company also maintained its leadership position in the market, securing the No.1 spot in Edible Oils with an overall Refined Oil Consumer Packs (ROCP) Market Share of 19.0-% in MAT March 2024.
Towards commitment of enhancing its brand, your Company introduced the Fortune Brand Tune, aimed at strengthening brand recall and fostering deeper connections with its consumers. Additionally, your Company upheld its environmental responsibility by collecting and recycling 21,000 MT of plastic waste through its Extended Producer''s Responsibility initiative.
FY 2023-24 also saw the launch of several innovative products by your Company, including the Ready-to-cook Biryani Kit, Brown Rice variant, Multi-purpose cleaner under
the "Ozel" brand, and packaged whole grain wheat under the Fortune brand. These additions to your Company''s product portfolio aimed to cater to evolving consumer preferences
and market demands.
Furthermore, your Company''s marketing efforts were robust, with strategic associations such as sponsoring the Women''s Cricket Team during the Women Cricket Premier League and collaborating with renowned culinary shows like Masterchef. Noteworthy TV commercial launches included campaigns for Kohinoor, Fortune Xpert Total Balance Oil, King''s Kachi Ghani Mustard Oil, and Fortune''s Master Brand TVC Campaign, featuring Akshay Kumar.
Looking ahead, your Company outlined key strategic
initiatives, including expanding its GT Distribution coverage, further developing fast-growing channels such as HoReCa and Exports markets, and increasing the mix of premium brands like Fortune and Kohinoor. Your Company also aims to improve inventory management and capacity utilization to drive efficiency and growth.
In recognition of its achievements, your Company received
several awards, including recognition as a Great Place To Work for the 7th consecutive year, CII Food Safety Awards, and Outstanding Security Performance Award. These accolades underscore your Company''s commitment to excellence and
innovation across various domains.
Overall, your Company''s accomplishments in 2023 reflect its unwavering dedication to delivering quality products,
fostering sustainable practices, and driving growth in the FMCG sector.
Your Company''s financial discipline and prudence is reflected
in the strong credit rating ascribed by the rating agency. The details of the credit rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Your Company is rapidly expanding in the direction from
being an edible oil company to an integrated leading food FMCG company. Towards attainment of this goal, your
Company is incurring capital expenditure on an ongoing basis for upgradation of its existing facilities and acquisition of new brands/plants. The internal accruals are ploughed back to partly fund the ongoing expansion and investment projects. Under the circumstances, the Directors do not recommend any dividend for the financial year under review and do not propose to carry any amount to reserves.
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company''s
website on - https://www.adaniwilmar.com/-/media/Project/ Wilmar/Investors/Corporate%20Governance/Dividend%20 Distribution%20Policy
During the year under review, there was no change in the authorized and paid-up share capital of your Company. The equity authorized share capital of your Company is H 362.76 crore and paid-up equity share capital of your Company is H 129.96 crore.
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. Your Company did not accept any deposit during the year under review.
Particulars of loans, guarantees or investments
During the year under review, your Company has not granted any inter-corporate loans. The inter-corporate loans granted to its joint venture companies are in compliance with the provisions of Section 186 of the Act, the details of which have been provided in the notes to the financial statements.
No investment was made and no guarantee was provided by your Company during the year under review.
Subsidiaries, Joint Ventures and Associate Companies
As on March 31, 2024, your Company had following subsidiaries, associates and joint ventures:
A. Subsidiaries:
1) Golden Valley Agrotech Private Limited, India
2) AWL Edible Oils and Foods Private Limited, India
3) Adani Wilmar Pte. Ltd., Singapore
4) Leverian Holdings Pte. Ltd., Singapore
5) Bangladesh Edible Oil Limited, Bangladesh
6) Shun Shing Edible Oil Limited, Bangladesh
B. Joint Ventures:
1) Vishakha Polyfab Private Limited, India
2) AWN Agro Private Limited, India
3) K.TV. Health Food Private Limited, India ("KTVHFâ)
4) KTV Edible Oils Private Limited, India (100% subsidiary of KTVHF.)
C. Associates
1) PT Flextech Packaging, Indonesia (joint venture of
Vishakha Polyfab Private Limited, India).
During the year under review, your Company transferred its entire 26% equity shareholding in Gujarat Agro Infrastructure
Mega Food Park Private Limited to Mr. Ashish Doshi and Mr. Pranav Doshi, one of the promoters of Gujarat Agro
Infrastructure Mega Food Park Private Limited. Accordingly, Gujarat Agro Infrastructure Mega Food Park Private Limited
ceased to be an associate of your Company effective from August 9, 2023.
There has been no change in the nature of business of these subsidiaries and joint ventures. Your Company does not have any material subsidiaries pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations.
Pursuant to the provisions of Section 129, 134 and 136 of
the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared
consolidated financial statements and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.
The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during the working hours at your Company''s registered office and that of the respective subsidiary companies concerned. In accordance with the provisions of Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (https://www.adamwilmar.com/Investors/other-downloadsy
Your Company has formulated a policy for determining material subsidiaries. The policy is available on your
Company''s website and the link for the same is given in Annexure A of this report.
Pursuant to the provisions of Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries of your Company are covered in the
Management Discussion and Analysis Report, which forms part of this Annual Report.
Directors and Key Managerial Personnels
As of 31st March, 2024, your Company''s Board had nine members comprising of two Executive Directors, three Non-Executive and Non-Independent Directors and four Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual 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 your Company''s business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in
the Corporate Governance Report, which forms part of
this Annual Report.
Appointment/Cessation/Change in Designation of Directors
During the year under review, following changes took place in the Directorships:
Appointment:
Mr. Ravindra Kumar Singh (DIN: 08253320) was appointed as an Additional Director and designated as a Whole Time Director of your Company w.e.f. November 1, 2023. His appointment was approved by the shareholders on
January 27, 2024 by way of Postal Ballot.
Re-appointment of Director(s)retiring by rotation
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Pranav V. Adani (DIN: 00008457) and Mr. Angshu Mallick (DIN:02481358) are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers themselves for re-appointment.
The Board recommends the re-appointment of
Mr. Pranav V. Adani (DIN: 00008457), and
Mr. Angshu Mallick (DIN: 02481358) as Directors, for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.
Declaration from Independent Directors
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
As on the date of this report, the following are Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:
⢠Mr. Angshu Mallick, Chief Executive Officer and Managing Director
⢠Mr. Ravindra Kumar Singh, Whole Time Director*
⢠Mr. Shrikant Kanhere, Chief Financial Officer
⢠Mr. Darshil Lakhia, Company Secretary
⢠Appointed w.e.f. November 1, 2023.
As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees.
Additionally, the Board has formed other governance committee(s) to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2024,
the Board has constituted the following committees / sub-committees.
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders'' Relationship Committee
⢠Risk Management Committee
⢠Corporate Social Responsibility Committee
⢠Environmental, Social and Governance (ESG) Committee
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,
which forms part of this Annual Report.
Number of meetings of the Board
The Board met 4 (four) times during the year under review.
The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the board meetings and the attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.
Independent Directors'' Meeting
The Independent Directors met on March 11, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees, the Managing Director and CEO and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and
individual Directors, including the Chairman of the Board.
Mr. Chirag Shah, Partner of M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad was engaged to facilitate the evaluation and effectiveness process of
the Board, its Committees and Individual Directors for the financial year 2023-24.
A detailed Board effectiveness assessment questionnaire was developed based on the criteria and framework adopted by the Board.
The results of the evaluation confirmed a high level of commitment and engagement of the Board, its various
Committees and the senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directorsâ meeting held on March 11, 2024, the Nomination and Remuneration Committee meeting held on April 30, 2024 and the Board meeting held on May 1, 2024. The same were considered by the Board with a view to optimize the effectiveness and functioning of the Board and its Committees.
Board Familiarisation and Training Programme
The Board is regularly updated on the changes in the statutory provisions, as applicable to your Company. The
Board is also updated on the operations, key trends and risk universe applicable to your Companyâs business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. The Directors were given a chance to participate in the Directorsâ Engagement Series organized by the Adani group, where the Independent Directors were apprised about critical topics such as global trends in the domain of ESG, Capital Markets, Risk Management, Credit Profile and Financial Controls. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.
Policy on Directors'' appointment and remuneration
Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directorsâ appointment and remuneration
and other matters (âRemuneration Policyâ) which is available on the website of your Company at - https:// www.adaniwilmar.com/-/media/Proiect/Wilmar/Investors/ Coroorate%20Governance/Policv%20on%20Directors%20 Aoot%20and%20Remuneration
The Remuneration Policy for selection of Directors and determining Directorsâ independence sets out the guiding principles for the Nomination and Remuneration Committee
for identifying the persons who are qualified to become the Directors. Your Companyâs Remuneration Policy is directed towards rewarding performance based on review
of achievements. The Remuneration Policy is in consonance with the existing industry practice.
We affirm that the remuneration paid to the Directors is as
per the terms laid out in the Remuneration Policy
Your Company recognizes and embraces the importance
of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website and link for the same is given in Annexure-A of this report.
Your Company is conscious of succession planning and
therefore gives focus on orderly succession of Directors, Key Managerial Personnel and Senior Management. Your Company follows a continuous process of evaluation and
coaching to facilitate succession within the hierarchy.
Directors'' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:
a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and judgements 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 of the Company for that period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual financial statements have been prepared on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;
f. proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.
Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report.
The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations
are provided in Annexure - A to this report.
Corporate Social Responsibility (CSR)
The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company at https://www.adaniwilmar.com/-/ media/Proiect/Wilmar/Investors/Coroorate%2QGovernance/ CSR%20Policy. The Annual Report on CSR activities is annexed and forms part of this report as Annexure- B.
The Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY2023-24 have
been utilized for the purpose and in the manner approved by the Board of your Company.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in separate a section forming part
of this Annual Report.
Your Company is committed to maintain the highest
standards of corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.
In compliance with the corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all
Board members and senior management personnel of your Company (âCode of Conductâ), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.adaniwilmar.com/-/ media/Proiect/Wilmar/Investors/Coroorate%2QGovernance/ Code%20of%20conduct%20of%20BOD%20SMP
Business Responsibility & Sustainability Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for the FY 2023-24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report. In addition to BRSR, the Annual Report of your Company provides an insight on various ESG initiatives adopted by the Company. The ESG disclosures in the BRSR have been independently assured by Intertek India Private Limited.
Pursuant to the provisions of Section 134(3)(a) of the Act,
the draft annual return as on 31st March, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using
https://www.adaniwilmar.com/Investors/other-downloads
Transactions with Related Parties
All the transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party
transactions which are repetitive in nature.
All the transactions with related parties entered into during the year under review were at an arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.
During the FY 2023-24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.
The Directors/ members of the Audit Committee abstained from discussing and voting on the transaction(s) in which they were interested. During the year, the materially significant Related Party Transactions pursuant to the provisions of the SEBI Listing Regulations had been duly approved by the shareholders of your Company in the 25th AGM held on July 20, 2023.
Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. No loans/investments to/in the related party have been written off or classified as doubtful during the year under review.
The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link https://www.adaniwilmar.com/-/media/Proiect/Wilmar/ Investors/CorQorate%20Governance/RPT%20Policv
Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.
Statutory Auditors & Auditors'' Report
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/
E300003) and M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No. 11204W/W100725) were appointed as the Joint Statutory Auditors of your Company, for a term of five years till the conclusion of 29th AGM of your Company to be held in the year 2027. However, M/s Dharmesh Parikh & Co., LLP, Chartered Accountants (Firm Registration No. 11204W/W100725) have tendered their resignation as ioint Statutory Auditors due to increased professional pre-occupation in other assignments. M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) shall continue to act as the statutory auditor of your Company till the conclusion of 29th AGM to be held in the year 2027, viz. till the expiry of their first term as Statutory Auditors.
The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
Representatives of the Statutory Auditors of your Company
attended the 25th AGM of your Company held on July 20,2023.
The Notes to the financial statements referred in the Auditors'' Report are self-explanatory There are no qualifications, reservations, or adverse remarks or disclaimers given by the Statutory Auditors of your Company and therefore do not
call for any comments under Section 134 of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for the FY 2023-24. The Secretarial Audit Report for the year under review is provided as Annexure-C of this report. There are no
qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.
Secretarial Standards
During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.
Cost Records and Cost Auditors
During the year under review, in accordance with the provisions of Section 148(1) of the Act, your 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. Dalwadi & Associates, Cost Auditors of the Company for the FY 2023-24.
The Board has re-appointed M/s. Dalwadi & Associates, Cost Accountants (Firm Registration Number: 000338) as the Cost Auditors of your Company for conducting cost audit
for the FY 2024-25. A resolution seeking the approval of the shareholders for ratifying the remuneration payable to the Cost Auditors for the FY 2024-25 is provided in the Notice of the ensuing AGM.
The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and
maintained by your Company.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by the Company''s officers or employees to the Audit Committee, as required under Section 143(12) of the Act.
Particulars of Employees
Your Company had 2,678 employees (on a standalone basis)
as of March 31, 2024.
The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in Annexure-D of this report.
The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to
the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace
As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted an Internal Complaints Committee (IC) at Head Office, presided by a senior female employee and is inclusive
of an external member with a relevant experience. Internal Committee (IC) play a pivotal role in enforcing Prevention
of Sexual Harassment (POSH) policy and fostering a safe and inclusive workplace environment. The IC, conducts the investigations and make decisions towards the complaints related to sexual harassment received at any specific location of your Company. Your Company has zero tolerance on sexual harassment at the workplace. The IC also works extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.
All the employees are required to undergo a mandatory
training/ certification on POSH to sensitize themselves and strengthen their awareness. All the new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.
During the year under review, your Company has not received
any complaints pertaining to sexual harassment.
Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https://www.adaniwilmar.com/-/media/ Proiect/Wilmar/Investors/Coroorate%20Governance/
During the year under review, your Company has not received
any complaints under the vigil mechanism.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is
provided as Annexure-E of this report.
In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from the end user machines to network, application and the data.
During the year under review, your Company did not face any cyber security issues.
Code for prevention of insider trading
Your Company has adopted a Code of Conduct ("Codeâ) to regulate, monitor and report trading in the Companyâs
shares by the Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia,
lays down the procedures to be followed by the designated persons while trading/ dealing in the Company''s shares and sharing Unpublished Price Sensitive Information ("UPSIâ). The Code covers the Companyâs obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on your Companyâs website and link for the same is given in Annexure-A of this report.
The employees are required to undergo a training/
certification on this Code to sensitize themselves and strengthen their awareness.
Neither the Chairman nor the CEO of your Company received any remuneration or commission from any of the subsidiary
of your Company.
Your Directors state that no disclosure or reporting
is required in respect of the following items, as there were no transactions/events of these nature during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (including sweat equity shares) to the employees of your Company under any scheme.
3. Significant or material orders passed by the Regulators
or Courts or Tribunals which impact the going concern status and your Companyâs operations in future.
4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).
5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
6. One time settlement of loan obtained from the Banks
or Financial Institutions.
7. Revision of financial statements and the Directorsâ
Report of your Company.
Disclosure about utilization of initial public offer (IPO) proceeds
Your Company discloses to the Audit Committee the uses/ application of proceeds/funds raised from the initial public
offer (IPO) as a part of the quarterly review of financial results. Your Company has appointed HDFC Bank Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 ("ICDR Regulationsâ), as amended from time to time, to monitor the utilization of IPO proceeds. Your Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus dated February 1, 2022. Your Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the equity shares of your Company are listed, namely the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned
Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.
Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.
Mar 31, 2023
Your Directors are pleased to present the 25th Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2023.
The Audited Financial Statements of your Company as on 31st March, 2023 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and the provisions of
the Companies Act, 2013 ("Act"),
|
The summarized financial highlights are depicted below: Particulars |
Consolidated |
(H in crore) Standalone |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from operations |
58,184,81 |
54,154,82 |
55,262.45 |
52,302,27 |
|
Other Income |
261,35 |
172,34 |
256,70 |
168,94 |
|
Total Income |
58,446.16 |
54,327.16 |
55,519.15 |
52,471.21 |
|
Expenditure other than Depreciation and Finance cost |
56,523,86 |
52,418,55 |
53,646,27 |
50,576,88 |
|
Depreciation and Amortisation Expenses |
358,46 |
309,06 |
319,30 |
284,74 |
|
Finance Cost |
774,92 |
540,79 |
728,93 |
525,21 |
|
Total Expenditure |
57,657.24 |
53,268.40 |
54,694.50 |
51,386.83 |
|
Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax |
788.92 |
1,058.76 |
824.65 |
1,084.38 |
|
Total tax expense |
235,35 |
284,41 |
217,42 |
276,44 |
|
Profit after Tax and before share of Profit from joint Venture entities |
553.57 |
774.35 |
607.23 |
807.94 |
|
Share of profit from joint ventures |
28.55 |
29,38 |
- |
- |
|
Profit for the year |
582.12 |
803.73 |
607.23 |
807.94 |
|
Other Comprehensive income (net of tax) |
(22.73) |
(3.49) |
3.20 |
(3.94) |
|
Total Comprehensive Income for the year (net of tax) |
559.39 |
800.24 |
610.43 |
804.00 |
|
Attributable to: |
||||
|
Equity holders of the parent |
559,39 |
800.24 |
- |
- |
|
Non-controlling interests |
- |
- |
- |
- |
Notes:
1. There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the financial year and the date of this report.
2. Further, there has been no change in the nature of business of your Company.
On a standalone business, your Company''s volume
grew by 13% and revenue stood at H 55,262 crore with a 6% YoY growth, Your Company faced several headwinds during the year that impacted
its profitability, including TRQ (Tariff Rate Quota) disparity, decline in edible oil prices leading to high-cost inventory, inflation in operating expenses and higher interest cost as a result of increase in interest
rates.
Your Company has been focused on improving the profitability of its businesses. The 5-year CAGR of
EBITDA stands at 8%.
Your Company made good progress in all its business segments during the year. The largest business
segment, edible oil witnessed 3% YoY volume growth. Food & FMCG and Industry Essentials segment also
witnessed very strong volume growth of 39% and 34% YoY, respectively.
In edible oils, packaged edible oil grew by 8% YoY. In Foods, both wheat flour and rice businesses crossed the H 1,000 crore mark in sales. In Industry essentials, Oleochemicals registered strong double digit growth
rates.
In rice business, your Company launched premium regional variants in West Bengal to capture Non-
Basmati market. Your Company also acquired the rights to the premium basmati rice brand, "Kohinoor'''' in India and swiftly re-introduced the brand in the market and has already crossed H 100 crore of sales in FY''23. The brand is positioned in the premium to super premium segment and has a good brand recall in the market.
Your Company continued to bring value-added
products to address the strong demand for Health and Convenience foods. It launched two new variants of Superfood Khichdi and two variants of Poha viz., Indori Poha and Thick Poha. It also launched a new product Fortune Xpert Total Balance Oil with three blended oils.
Your Company continued to invest in its branding activities across various advertisement media, both in the traditional and digital media. It launched two new TVCs - Fortune Soyabean Oil with Akshay Kumar and Fortune Sunlite Sunflower Oil with Samantha Prabhu as its brand ambassadors. Consumers were also engaged on social media by various contextual paid and organic campaigns, many of which were timed to coincide with various festivals in India.
Your Company is focused on increasing the distribution reach of its products, both in the existing markets as well as to cover all rural towns having a population above 5000. As your Company''s brand equity is well established and the Company already has a pan-India presence, the improved reach can be a key growth driver. Your Company is also investing
in expanding its manufacturing facilities, both greenfield and brownfield, particularly in the Food business. Your Company will also be expanding its capacity in oleochemicals and castor oil business. In terms of the supply chain, your Company is taking steps to reduce its carbon footprint by promoting usage of CNG vehicles and use of railways and water as supplementary mode of transport.
Your Company stays focused on the key financial areas, including cost management, financial controls and strength of its balance sheet and closely monitors and manages the commodity price risk, working capital, liquidity, debt levels and ROI of its capex.
Your Company firmly believes in giving back to the communities in which it operates and its CSR initiative. Fortune SuPoshan stands true to this philosophy. The project won the prestigious ''CSR Project of the Year
Award'' at the 8th CSR Impact Awards 2022 organized by CSRBOX, a Dalmia Bharat Foundation initiative.
The detailed operational performance of your
Company has been comprehensively discussed in the Management Discussion and Analysis Report which
forms part of this Annual Report.
Your Company''s financial discipline and prudence is
reflected in the strong credit rating ascribed by rating agency. The details of the credit rating are disclosed in Corporate Governance Report, which forms part of
the Annual Report.
Your Company is rapidly expanding in the direction from being an edible oil company to an integrated leading food FMCG company. Towards attainment of this goal, your Company is incurring capital expenditure on an ongoing basis for upgradation of its existing facilities and acquisition of new brands/plants. The internal accruals are ploughed back to partly fund the ongoing expansion and investment projects. Under the circumstances, the Directors do not recommend any dividend for the financial year under review and do not propose to carry any amount to reserves.
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the
Company''s website on - https://www.adaniwilmar. com/-/media/Project/Wilmar/Investors/Corporate%20 Governance/Dividend%20Distribution%20Policy
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY23 or the previous financial years. Your Company did not accept
any deposits during the year under review.
Particulars of loans, guarantees or investments
During the year under review, your Company has granted inter-corporate loans in compliance with the
provisions of Section 186 of the Act, the details of which have been provided in the notes to the financial statements.
No investment was made and no guarantee was provided by your Company during the year under
review.
Subsidiaries, Joint Ventures and Associate Companies
As on 31st March 2023, your Company had the
following subsidiaries and joint ventures:
1) Golden Valley Agrotech Private Limited, India
2) AWL Edible Oils and Foods Private Limited,
India
3) Adani Wilmar Pte. Ltd., Singapore
4) Leverian Holdings Pte. Ltd., Singapore
5) Bangladesh Edible Oil Limited, Bangladesh
6) Shun Shing Edible Oil Limited, Bangladesh
1) Vishakha Polyfab Private Limited, India
2) AWN Agro Private Limited, India
3) K.T.V. Health Food Private Limited, India
There has been no change in the nature of business of these subsidiaries and joint ventures. Your Company does not have any material subsidiaries pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial
statements and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1, which
forms part of the Annual Report.
The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during the working hours at your Company''s registered office and that of the respective subsidiary companies concerned. In accordance with the provisions of Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company https://www. adaniwilmar.com/Investors/other-downloads.
Your Company has formulated a policy for determining
Material Subsidiaries. The policy is available on your Company''s website and the link for the same is given in Annexure A of this report.
Pursuant to the provisions of Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming
part of this Annual Report.
Directors and Key Managerial Personnels
As of 31st March, 2023, your Company''s Board had
8 (eight) members comprising of one executive director, three non-executive and non-independent directors and four independent directors. The Board has one woman director. The details of the Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of your Company, Mr. Kuok Khoon
Hong (DIN: 00021957) and Dr. Malay Mahadevia (DIN: 00064110) are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being
eligible, offer themselves for re-appointment, The
Board recommends the re-appointment of the above Directors for your approval. Brief details of Directors proposed to be appointed/re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.
Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.
Pursuant to provisions of Section 203 of the Act, Mr. Angshu Mallick, Managing Director & CEO, Mr. Shrikant Kanhere, Chief Financial Officer and Mr.
Darshil Lakhia, Company Secretary are the Key Managerial Personnels of your Company as on 31st March, 2023.
The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.
Number of meetings of the Board
The Board met 4 (four) times during the year under review. The details of the board meetings and the
attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
Independent Directors'' Meeting
The Independent Directors met on 21st March, 2023,
without the attendance of the Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Company''s Executive Director and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Board Evaluation and Familiarization Programme Board Evaluation
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. Mr, Chirag Shah, Partner of M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad was engaged, to facilitate the evaluation and effectiveness of the process of the Board, its Committees and Individual Directors for the financial year 2022-23.
A detailed Board effectiveness assessment questionnaire was developed based on the criteria and framework adopted by the Board,
The results of the evaluation confirmed a high level
of commitment and engagement of the Board, its various Committees and the senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on 21st March, 2023, the Nomination and Remuneration Committee meeting held on 28th April, 2023 and the Board meeting held on 3rd May 2023, The same were considered by the Board with a view to optimize the effectiveness and functioning of Board and its Committees.
Your Company has an orientation process/ familiarization programme for its Independent
Directors with an emphasis on:
⢠Roles, Rights and Responsibilities - Board dynamics
& functions
⢠Strategy, Operations and functions of the Company
Additionally, all the new Directors are taken through
a detailed induction and familiarization program when they join the Board. The induction program is an exhaustive one that covers the history and culture of Adani and Wilmar Group, background of the Company and its growth, various milestones in the Company''s existence since its incorporation, the present structure and an overview of the businesses and functions.
The details of the familiarization programme are also available on the website of your Company https://www. adaniwilmar.com/7media/Project/WMmar/Investors/ Corporate%20Governance/ID%20Familiarization%20 Programme.
Policy on Directors'' Appointment and Remuneration
Your Company''s policy on directors'' appointment and remuneration and other matters ("Remuneration Policy") pursuant to the provisions of Section 178(3) of the Act is available on the website of your Company at https:// www,adaniwMmar,com/-/media/Project/WMmar/ Investors/Corporate%20Governance/Policy%20 on%20Directors%20Appt%20and%20Remuneration.
The Remuneration Policy for selection of directors and determining directors'' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is fully aligned with the existing industry practice.
The remuneration paid to your Company''s Directors is as per the terms laid out in the Remuneration Policy.
Directors'' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the
Act, the Board, to the best of their knowledge and based on the information and explanations received
from your Company, confirm that:
a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures from these statements;
b. they have selected such accounting policies and applied them consistently and judgements 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 2022-23 and of the profit of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual financial statements on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and are operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all the
applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and its adequacy
The details in respect of internal financial controls and their adequacy are included in Management Discussion and Analysis Report, which forms part of
this Annual Report.
The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continuous basis. Further, details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations, are covered in the Management Discussion and Analysis section, which forms part of this Annual Report.
The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing Regulations are provided in Annexure - A to
this report.
Corporate Social Responsibility (CSR)
The CSR activities and programs undertaken by your
Company are in accordance with the provisions of Section 135 of the Act and rules made thereunder. The CSR initiatives of the Company during the year under review focused on eradicating malnutrition and anemia, community and preventive health, sustainable livelihood, rural development and promoting education.
Pursuant to the provisions of Section 135 of the Act,
your Company was required to spend H 16.36 crore representing 2% of the average qualifying net profits of the last three financial years on CSR activities during the FY 2022-23. During the year under review, the Company has spent H 16.03 crore on CSR activities, H 0.59 crore towards administrative overheads and H 0.13 crore towards impact assessment, which is permissible under the CSR Rules. As such, the total spending on CSR activities for the FY 2022-23 taking into account the foregoing is H 16.75 crore against the CSR obligation of H 16.36 crore. The excess amount of H 0.39 crore shall be carried forward and available for set off in the succeeding financial years.
The annual report on CSR activities is annexed and
forms part of this report as Annexure-B. The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company https://www.adaniwilmar. com/-/media/Project/Wilmar/Investors/Corporate%20 Governance/CSR%20Policy.
Pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company has undertaken an impact assessment of its Fortune Suposhan project at 6 (six) sites through an independent agency, Iotalytics Research and Analytics Solutions Private Limited. The impact assessment report for the FY 22-23 is available on the website of your Company https://www.adaniwilmar. com/Investors/other-downloads.
Further, the Chief Financial Officer of your Company
has certified that the CSR spends of your Company for the FY2022-23 have been utilized for the purpose and in the manner approved by the Board of Directors
of the Company.
Your Company is committed to maintain the highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance with the conditions of Corporate Governance, as stipulated.
In compliance with the Corporate Governance requirements as per the SEBI Listing Regulations,
your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel ("Code of Conductâ), who
have confirmed their compliance thereto. The Code of Conduct is available on the website of your Company https://www.adaniwilmar.com/-/media/Project/ Wilmar/Investors/Corporate%20Governance/Code%20
of%20conduct%20of%20BOD%20SMP.
Business Responsibility and Sustainability Report (BRSR)
In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiatives taken by your Company from an environment, social and governance perspective for the year ended 31st March, 2023 forms part of this Annual Report.
Pursuant to the provisions of Section 134(3) (a) of
the Act, the draft annual return as on 31st March, 2023 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link https://www.adaniwilmar.com/Investors/ other-downloads.
Transactions with Related Parties
All the transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are
repetitive in nature.
All the transactions with related parties entered into during the financial year under review were at an arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.
Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.
The Directors / members of the Audit Committee
abstained from discussing and voting in the transaction(s) in which they were interested. Your
Company has obtained prior approval of shareholders for material transactions entered into with its related parties for the financial year ended on 31st March, 2023 as per Regulation 23 of the SEBI Listing
Regulations in the 24th Annual General Meeting held on 30th August, 2022.
Your Company did not enter into any related party transactions during the year which could be deemed to be prejudicial to the interest of minority
shareholders.
No loans / investments to / in the related party have been written off or classified as doubtful during the
year under review.
The Policy on Related Party Transactions is available on your Company''s website and can be assessed using the link https://www.adaniwNmar.comA/media/ Project/WMmar/Investors/Corporate%20Governance/ RPT%20Policy.
Statutory Auditors & Auditors'' Report
Pursuant to the provisions of Section 139 of the
Act read with rules made thereunder, as amended, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) and M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants
(Firm Registration No. 11204W/W100725) have been appointed as the Joint Statutory Auditors of your Company, for a term of five years till the conclusion of 29th Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.
The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory
Auditors of your Company.
Representatives of the Statutory Auditors of your Company attended the previous AGM of your
Company held on 30th August, 2022.
The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. There are no qualifications, reservations or adverse remarks or disclaimers given by Statutory Auditors of your
Company and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual
Report.
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for the FY 2022-23. The Secretarial Audit Report for the year under review is provided as Annexure-C of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.
Pursuant to the provisions of Section 148 of the
Act, M/s Dalwadi & Associates, Practicing Cost Accountants have been appointed as Cost Auditors of the Company for the FY 2023-24. Pursuant to the Companies (Cost Records and Audit) Rules, 2014 the cost audit report for the FY 2022-23 will be filed with the Ministry of Corporate Affairs (MCA) within the statutory time frame.
During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of
India.
Reporting of frauds by auditors
During the year under review, the Statutory Auditors
and secretarial auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under section 143(12) of the Act.
Your Company had 2,600 employees on roll as of 31st
March, 2023.
The percentage increase in remuneration, ratio of remuneration of each Director and key managerial personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are set out in
Annexure-D of this report,
The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard,
Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your
Company has constituted an Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve any complaints related to sexual harassment,
During the year under review, your Company has not received any complaint pertaining to sexual harassment,
All new employees go through a detailed orientation and sign-off on the anti-sexual harassment policy adopted by the Company,
Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmity with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate the reporting of genuine concerns about unethical or improper activity, without any fear of retaliation.
The vigil mechanism of your Company provides
for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
The said policy is uploaded on the website of your
Company https://www.adaniwilmar.com/-/media/ Project/Wilmar/Investors/Corporate%20Governance/
Vigil%20Mechanism%20Policy. During the year under
review, your Company had received 1(one) complaint under the whistle blower mechanism and the same
was suitably resolved by the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014,
as amended is provided as Annexure-E of this report.
Neither the Non- Executive Chairman nor the CEO of your Company received any remuneration or commission from any subsidiary of your Company.
Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of similar nature during
the year under review:
1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares) to
employees of your Company under any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact
the going concern status and your Company''s operations in future.
4. Voting rights which are not directly exercised
by the employees in respect of shares for the subscription/ purchase for which a loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).
5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
6. One time settlement of loan obtained from the Banks or Financial Institutions.
7. Revision of financial statements and Directors''
Report of your Company.
Disclosure about utilization of initial public offer (IPO) proceeds
Your Company discloses to the Audit Committee the uses/application of proceeds/funds raised from
the initial public offer (IPO) as part of the quarterly review of financial results. Your Company has appointed HDFC Bank Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 ("ICDR Regulationsâ), as amended from time to time, to monitor the utilization of IPO proceeds. The Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus dated 1st February, 2022.The Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the equity shares of the Company are listed, namely the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
Your Company has taken adequate insurance for all its assets and its operations against foreseeable perils.
Acknowledgement
Your Directors are deeply grateful for all the
guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.
Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent
contributions made by the employees at all levels, to ensure that your Company continues to grow and excel.
For and on behalf of the Board of Directors
Dorab E. Mistry
Date: 3rd May, 2023 Chairman
Place: Ahmedabad (DIN: 072 45114)
Mar 31, 2022
Your Directors are pleased to present the 24th Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2022.
Financial Performance Summary
The summarised financial performance highlight is as mentioned below:
|
(H in Crore) |
||||
|
Particulars |
Consolidated |
Standalone |
||
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
|
|
Revenue from operations |
54,213.55 |
37,090.42 |
52,361.01 |
37,090.42 |
|
Other Income |
172.34 |
104.27 |
168.94 |
104.01 |
|
Total Income |
54,385.89 |
37,194.69 |
52,529.95 |
37,194.43 |
|
Expenditure other than Depreciation and Finance cost |
52,477.28 |
35,765.10 |
50635.62 |
35762.94 |
|
Depreciation and Amortisation Expenses |
309.06 |
267.77 |
284.74 |
267.53 |
|
Finance Cost |
540.79 |
406.61 |
525.21 |
406.51 |
|
Total Expenditure |
53,327.13 |
36,439.48 |
51,445.57 |
36,436.98 |
|
Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax |
1,058.76 |
755.21 |
1084.38 |
757.45 |
|
Total Tax Expense |
284.41 |
103.26 |
276.44 |
102.89 |
|
Profit after Tax and before Share of Profit from Joint Venture Entities |
774.35 |
651.95 |
807.94 |
654.56 |
|
Share of Profit from joint ventures |
29.38 |
76.56 |
- |
- |
|
Profit for the year |
803.73 |
728.51 |
807.94 |
654.56 |
|
Other Comprehensive income (net of tax) |
(3.49) |
(0.20) |
(3.94) |
(0.19) |
|
Total Comprehensive Income for the year (net of tax) |
800.24 |
728.31 |
804.00 |
654.37 |
|
Attributable to: |
||||
|
Equity holders of the parent |
800.24 |
728.31 |
804.00 |
654.37 |
|
Non-controlling interests |
- |
- |
- |
- |
Notes:
1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.
2. Previous year figures have been regrouped/re-arranged wherever necessary.
Further, there has been no change in nature of business of your Company.
Performance Highlights Consolidated Financial Results
The key aspects of your Company''s consolidated performance during the FY 2021-22 are as follows:
⢠Revenue from operations of H 54,213 Crore Vs.
H 37,090 Crore, up 46%
⢠EBITDA at H 1,909 Crore vs. H 1,430 Crore in FY21, up
34%
⢠PAT at H 804 Crore, up 10% (up 26% after normalization of tax reversal effect in FY 21)
⢠EPS at H 6.89 vs. H 6.37 in FY21; up 8% YoY
The Audited Consolidated Financial Statements of your Company as on 31st March, 2022 prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulationsâ) and provisions of the Companies Act, 2013 ("the Actâ) forms part of this Annual Report.
Standalone Financial Results:
The key aspects of your Company''s standalone performance during the FY 2021-22 are as follows:
⢠Revenue from operations of H 52,361 Crore Vs.
H 37,090 Crore, up 41%
⢠EBITDA at H 1,894 Crore vs. H 1,431 Crore in FY21, up
32%
⢠PAT at H807 Crore, up 23% (up 44% after normalization of tax reversal effect in FY 21)
EPS at H6.92 vs. H 5.73 in FY21; up 8% YoY
The detailed operational performance of your
Company has been comprehensively discussed in the Management Discussion and Analysis Report which
forms part of this Annual Report.
The best measure of a company''s success is not only reflected by awards and accolades, but also by winning the hearts of people. That is why your Company takes great pride in the fact that that every third home in India is a ''Fortune'' home. To be people''s top choice is no less than a success story for the Company.
It motivates us to craft a bold, innovative vision that deepens impact and nurtures the nation- To be a leading agribusiness company committed to sustainably deliver safe, nutritious food and quality agricultural commodities while implementing innovative practices. In the process, your Company will ensure that the highest standards of environmental, social and governance practices are adhered to diligently. Our vision also seeks to give back to the community by creating livelihoods at the grassroots level.
Being one of the largest packaged food FMCG companies in India with a flourishing basket of edible oils and food staples, Adani Wilmar (AWL) is touted to be one of the fastest-growing food FMCG companies. Owning a substantial market share of 18.8% (Source: Nielsen Retail Index) in the agri-food industry is an indicator of its journey towards higher productivity and profits. In February 2022, the Company clocked a record-breaking 2,36,000 MT of oil sales. This upward momentum has put your Company amongst the Top 50 Most Chosen Brands in India in the FMCG
Category in a study conducted by Kantar Worldpanel, a prestigious research agency.
Your Company is rapidly expanding in the direction from being an edible oil company to an integrated leading food FMCG company. Towards attainment of this goal, your Company is incurring capital expenditure
on an ongoing basis for upgradation of its existing facilities and acquisition of new brands/plants. The internal accruals are ploughed back to partly fund the
ongoing expansion and investment projects. In view of this, the Directors do not recommend any dividend for the financial year under review and do not propose
to carry any amount to reserves.
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on
the Company''s website on https://www.adaniwilmar. com/-/media/Project/Wilmar/Investors/Corporate%20 Governance/Dividend%20Distribution%20Policy.
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the financial year 2021-22 or the previous financial years. Your Company did not accept any deposit during the year under review.
Initial Public Offer (IPO) of Equity Shares
Your Company came out with an initial public offer (IPO) of its equity shares aggregating to H 3,600 Crore comprising of entirely fresh issue. The issue was open for subscription from 27th January 2022 to 31st January 2022. Pursuant to the IPO, 15,67,29,745 equity shares were issued and allotted on 4th February 2022 to the public at price of H 230 per share. The Company received listing and trading approvals from BSE Ltd (BSE) and National Stock Exchange of India Ltd (NSE) on 7th February 2022 and the equity shares were listed on BSE and NSE on 8th February 2022.
Particulars of Loans, Investments and Guarantees
During the year under review, your Company has granted inter-corporate loans in compliance with the
provisions of Section 186 of the Act, the details of which have been provided in the notes to the financial statements.
Your Company has made an inter-corporate investment of H 0.09 Crore by subscribing to rights
issue of equity shares of its wholly owned subsidiary, AWL Edible Oils and Foods Private Limited.
No guarantee was provided by your Company during the year under review.
Subsidiaries, Joint Ventures and Associate Companies
In June 2021, your Company acquired 100% equity stake in Adani Wilmar Pte. Ltd. (AWPL), Singapore
with a view to mark its presence in global markets. Pursuant to acquisition of AWPL, Leverian Holdings Pte. Ltd., Bangladesh Edible Oil Ltd. and Shun Shing
Edible Oil Ltd. became step down subsidiaries of the Company.
As on 31st March 2022, your Company had following subsidiaries and joint ventures:-
A. Subsidiaries
1) Golden Valley Agrotech Private Limited
2) AWL Edible Oil and Foods Private Limited
3) Adani Wilmar Pte. Ltd.
4) Leverian Holdings Pte. Ltd.
5) Bangladesh Edible Oil Ltd
6) Shun Shing Edible Oil Ltd
B. Joint Ventures
1) Vishakha Polyfab Private Limited
2) AWN Agro Private Limited
3) K.T.V. Health Food Private Limited
C. Associate Company
1) Gujarat Agro Infrastructure Mega Food Park
Private Limited
There has been no change in the nature of business of these subsidiaries and joint venture companies.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules framed thereunder and pursuant to Regulation 33 of the SEBI Listing
Regulations, the Company has prepared its consolidated financial statements and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC- 1, which forms part of this Annual Report.
The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding company on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder during working hours at the Company''s registered office. In accordance with the provisions of Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company at www.adaniwilmar.com.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.
Directors and Key Managerial Personnel
As of 31st March 2022, the Board of Directors of your Company comprised of 1 (one) Executive Director, 3 (three) Non-Executive, Non - Independent Directors and 4 (four) Non - Executive Independent Directors.
The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.
In accordance with the provisions of Section 152
of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Angshu Mallick (DIN: 02481358) and Mr. Pranav V. Adani (DIN: 00 0 0 8457) are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer themselves for re-appointment.
The Board recommends the re-appointment of the above Directors for your approval. Brief details of Directors proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.
The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and the SEBI Listing Regulations and there has been no change in
the circumstances which may affect their status as
an Independent Director.
During the year under review, with a view to comply with the SEBI Listing Regulations and with an objective to further strengthen the governance standards, the Board had reconstituted certain existing Committees to bring more independence; constituted certain new Committees and amended / adopted the terms of reference of the said Committees. Most of the Committees consist of majority of Independent Directors.
Details of various Committees constituted by the Board, including the Committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.
Number of meetings of the Board
The Board met 10 (ten) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of
this Annual Report.
Independent Directors'' Meeting
The Independent Directors met on 24th March, 2022, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole, along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. Mr. Chirag Shah, Partner of M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad had been engaged, to facilitate the evaluation and effectiveness process of the Board, its
Committees and Individual Directors for the FY 2021-22.
A detailed Board effectiveness assessment questionnaire was developed based on the criteria and framework adopted by the Board.
The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The
recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on 24th March, 2022, Nomination and Remuneration Committee meeting and Board
meeting held on 2nd May, 2022. The same were considered by the Board to optimize the effectiveness and functioning of the Board and its Committees.
Policy on Directors'' Appointment and Remuneration
The Company''s policy on Directors'' appointment and remuneration and other matters (Remuneration Policy) provided in Section 178(3) of the Act is
available on the website of the Company at https:// www.adaniwilmar.com/Investors.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the said Remuneration
Policy.
Directors'' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge
and based on the information and explanations received from the Company, confirm that:
a. in the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and judgements 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 of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. they have prepared the annual financial statements on a going concern basis;
e. they have laid down internal financial controls to
be followed by the Company and such internal financial controls are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Internal Financial Control system and their adequacy
The details in respect of internal financial control
and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Annual Report.
The Board 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 Audit Committee has additional oversight in the areas of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.
The details of policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations, are provided in Annexure - A to this
report.
Corporate Social Responsibility (CSR)
The CSR Committee of your Company was
reconstituted and its terms of reference were revised in line with the provisions of the Act. The brief details of the Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of the Company at https://www.adaniwilmar.com/-/ media/Project/Wilmar/Investors/Corporate%20 Governance/CSR%20Policy. The Annual Report on CSR activities is annexed and forms part of this report as Annexure - B .
Further, the Chief Financial Officer of the Company
has certified that CSR spends of the Company for the FY 2021-22 have been utilized for the purpose and in
the manner approved by the Board.
Your Company is committed to good corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from Practicing Company Secretary regarding compliance of the conditions of corporate governance, as stipulated.
In compliance with corporate governance requirements as per the SEBI Listing Regulations,
your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management personnel of the Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct is available on the website of the Company at https://www.adaniwilmar.com/-/media/ Project/Wilmar/Investors/Corporate%20Governance/ Code%20of%20conduct%20of%20BOD%20SMP.
Business Responsibility and Sustainability Report
In its constant endeavor to improve governance, the Company has, on a voluntary basis, transitioned to Business Responsibility & Sustainability Report for the year ended 31st March, 2022, which forms part of
this Annual Report.
Pursuant to Section 134(3)(a) of the Act, the draft
annual return as on 31st March, 2022 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link www.adaniwilmar.com/-/ media/Project/Wilmar/Investors/others/MGT%207%20 FY%2022.
Transactions with Related Parties
All transactions with related parties are placed before the Audit Committee for its approval. An omnibus
approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.
All the transactions with related parties entered into during the financial year were at arm''s length basis and
in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the
Company''s Policy on Related Party Transactions.
Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.
The Directors / members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested. Material transaction(s) entered into by your Company with its related parties during the financial year ended on 31st March, 2022 as per Regulation 23 of the SEBI Listing Regulations shall be placed before the shareholders for their approval in the ensuing Annual General Meeting (AGM) of the Company.
The Policy on Related Party Transactions is available on the website of your Company and can be assessed using the link https://www.adaniwilmar.com/-/miedia/ Project/Wilmar/Investors/Corporate%20Governance/ RPT%20Policy.
Neither the Non-Executive Chairman nor the Managing Director & CEO of the Company received
any remuneration or commission from any of the subsidiary of your Company.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during
the year under review:
1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares)
to employees of the Company under any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s
operations in future.
4. Voting rights which are not directly exercised
by the employees in respect of shares for the subscription/ purchase of which loan was given by
the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).
5. Change in the nature of business.
6. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.
7. One time settlement of loan obtained from the Banks or Financial Institutions.
Insurance
Your Company has taken appropriate insurance for all assets against foreseeable perils.
Auditors & Auditors'' Report Statutory Auditors
As per Section 139 of the Act read with rules made
thereunder, as amended, the terms of appointment of M/s. Shah Dhandharia & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 118707W) as Statutory Auditors of the Company expires at the conclusion of the ensuing 24th Annual General Meeting (AGM). The Board places on record its appreciation for the services rendered by M/s. Shah Dhandharia & Co. LLP, Chartered Accountants, during their tenure as the Statutory Auditors of the Company.
The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. There are no qualifications or reservations, or adverse remarks or disclaimers given by Statutory Auditors of the
Company and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual
Report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 2021-22. The Secretarial Audit Report for the financial year ended on 31st March, 2022 is provided as Annexure - C to this report. There are no qualifications, reservations or adverse remarks or disclaimers in the Secretarial Audit Report.
Cost Auditors
Pursuant to the provisions of Section 148 of the
Act, M/s. Dalwadi & Associates, Practicing Cost
Accountants will be appointed as Cost Auditors of the Company for the FY 2022-23. Pursuant to the Companies (Cost Records and Audit) Rules, 2014 the
cost audit report for the FY 2021-22 will be filed with the Ministry of Corporate Affairs (MCA) within the
statutory time frame.
Secretarial Standards
During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard (SS) - 1 and Secretarial Standard (SS) - 2 issued by the Institute of Company Secretaries of India (ICSI).
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee of the Board under section 143(12) of the Act.
Your Company had 2,409 on roll employees as of 31st March, 2022.
The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in a separate annexure forming part of this report as Annexure- D.
The statement containing particulars of employees as required under Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints
Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment.
During the year under review, the Company has
not received any complaint pertaining to sexual harassment.
All the new employees go through and sign-off
on anti-sexual harassment policy adopted by the Company. Employees are also taken through the detailed orientation on the anti-sexual harassment policy adopted by the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014,
as amended is provided as Annexure - E to this report.
Your Directors are highly grateful for all the
guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.
Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel even during the challenging times of COVID-19
pandemic.
For and on behalf of the Board of Directors
Kuok Khoon Hong
Date: 2nd May, 2022 Chairman
Place: Ahmedabad DIN:00021957
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AWL Agri Business Ltd. पर और जानकारी
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AWL Agri Business Ltd. टूल
- बल्क डील
- ब्लॉक डील
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AWL Agri Business Ltd. कंपनी का विवरण
- कंपनी का प्रोफाइल
- कंपनी का इतिहास
- मैनेजमेंट टीम
- पूंजी ढांचा
- प्रॉडक्ट मिक्स
- बैंकर/ऑडीटर/रजिस्ट्रार
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कंपनी का इतिहास
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AWL Agri Business Ltd. मुख्य वित्तीय अनुपात
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AWL Agri Business Ltd. परिणाम
- तिमाही परिणाम
- छहमाही परिणाम
- नौ महीने के परिणम
- वार्षिक परिणाम
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AWL Agri Business Ltd. Financial Data
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AWL Agri Business Ltd. की रिपोर्ट
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AWL Agri Business Ltd. कॉर्पोरेट घोषणाएं
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Stock Market Crash: युद्ध के डर से बाजार में हड़कंप, सेंसेक्स 900 अंक टूटा, बढ़ी बिकवाली, निवेशक हुए सतर्क -
Stock Market Crash: जंग का असर बाजार में हाहाकार, सेंसेक्स 2500 अंक से ज्यादा लुढ़का, निफ्टी 700 अंक क्रैश -
Stock Market Outlook: होर्मुज स्ट्रेट में संकट! क्या आने वाला है भारतीय शेयर बाजार में बड़ा गिरावट का दौर? -
मिडिल ईस्ट के बढ़ते तनाव ने बिगाड़ा बाजार का मूड, सेंसेक्स 1500 अंक लुढ़का, निफ्टी भी बुरी तरह फिसला -
Stock Market Today: मिडिल ईस्ट तनाव! शेयर बाजार में कोहराम, सेंसेक्स 900+ अंक टूटा, निफ्टी 24,900 के नीचे -
Stock Market: Anthropic के दावे से बढ़ी टेंशन! Nifty-Sensex में बड़ी गिरावट, शेयर बाजार किन 5 कारणों से धड़ाम? -
Stock Markets Today: कारोबारी हफ्ते की शानदार शुरुआत, Sensex और Nifty 50 जबरदस्त बढ़त के साथ बंद -
Stock Alert: सस्ते में मिल रहे Nifty 50 के कई शेयर, यहां से होगी पैसों की बारिश? -
Stock Market Crash: बाजार में हाहाकार, सेंसेक्स 1,200 प्वाइंट से ज्यादा गिरा, निफ्टी भी 400 अंक क्रैश -
Stock Markets Today: बढ़त के साथ बंद हुआ बाजार, Sensex और Nifty की शानदार क्लोजिंग -
Stock Markets Today: Nifty वीकली एक्सपायरी के दिन बाजार में तेजी, IT और PSU इंडेक्स बढ़त के साथ बंद -
Defence Stock: Cochin Shipyard के शेयर में जबरदस्त उछाल, रक्षा मंत्रालय से बड़ा ऑर्डर -
Stock Markets Today: कारोबारी हफ्ते के पहले दिन बाजार की शानदार क्लोजिंग, Sensex और Nifty बढ़त के साथ बंद -
अमेरिका संग ट्रेड डील से SENSEX-NIFTY में दिखा जोश, इन 9 स्टॉक्स में लगा 20% का अपर सर्किट, आपके पास है कोई? -
Stock Market News: India-US ट्रेड डील का असर...शेयर बाजार में जबरदस्त रैली, निवेशकों को 20 लाख करोड़ का फायदा! -
Stock Market News: भारी गिरावट के बाद वापसी, सेंसेक्स-निफ्टी दिन के निचले स्तर से रिकवर, तेजी के पीछे का कारण?
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