Heritage Foods Limited

STATUTORY REPORTS Board’s Report 29 th Annual Report 2020-21 | 59 Share Capital The Authorised Share Capital of the Company as on March 31, 2021 was ` 500,000,000/- divided into 9,60,00,000 equity shares of ` 5/- each and 20,00,000 preference shares of ` 10/- each. The paid up Equity Share Capital as on March 31, 2021 stood at ` 23,19,90,000/- divided into 4,63,98,000 equity shares face value of ` 5/- each. During the year under review, the Company has not issued any shares including shares with di ff erential voting rights, not granted any stock options and not issued any sweat equity share to its employees/directors. As on March 31, 2021, none of the Directors of the Company holds any instruments convertible into equity shares of the Company. The Company has not issued equity shares with di ff erential rights as to dividend, voting or otherwise. Deposits Your Company has not accepted any deposits from the Directors/ Members/Public pursuant to Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, and hence there are no unpaid/ unclaimed deposits nor amount of principal or interest on public deposits was outstanding as on the Balance Sheet date. Buy Back of shares and disinvestment The Company has not bought back any of its shares during the Financial Year ended March 31, 2021. The Company during the year under review has disposed o ff its entire holdings/investment of 1,78,47,420 equity shares in Future Retail Limited (CIN:L51909MH2007PLC268269). The above shares were alloted by Future Retail Limited on 27 th July, 2017 as per the composite scheme of Arrangement entered amongst the Company, Heritage Nutrivet Limited (Formerly known as Heritage Foods Retail Limited) and Future Retail Ltd (FRL). These shares were sold through Stock Exchange in Open Market in various tranches and the net amount of ` 1,319.4 million was received by the company. Further the Company has disposed o ff its entire holdings/ Investmentsof 8,92,371equity sharesheld inPraxisHomeRetail Limited. The above shares were allotted to the Company by Praxis Home Retail Limited (CIN:L52100MH2011PLC212866), pursuant to the Composite Scheme of Arrangement among Future Retail Limited and Bluerock eServices Private Limited and Praxis Home Retail Limited on 8 th December, 2017. The shares were sold through Stock Exchange in Open Market in various tranches and the net amount of ` 39.4 million was received by the company. The above said proceeds were utilised by the company for the repayment of the Term loans and working capital. Particulars of Loans, Guarantees or Investments Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes (note no. 20) to the standalone fi nancial statements provided in this Annual Report. The Company has given corporate guarantee as at March 31, 2021 of ` 207.50 Million for the credit facilities availed by its wholly owned subsidiary Company namely M/s.HeritageNutrivetLimited(CIN:U15400TG2008PLC062054) (the outstanding as on March 31, 2021 was ` 115.61 Million and ` 220 Million for the credit facilities availed by its joint venture Company namely Heritage Novandie Foods Private Limited (CIN: U74999TG2017PTC120860) (the outstanding as on March 31, 2021 was ` 149.54 Million). Particulars of Contract or Arrangements made with Related Parties The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules made thereof as amended from time to time and as per the Related Party Transaction (RPT) policy the Company during the fi nancial year ended March 31, 2021 in prescribed Form AOC-2 is annexed to this Board’s Report (Annexure-1). Further there are no materially signi fi cant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnels and their relatives, which may have potential con fl ict with interest of the company at large. The related party transactions were placed before the audit committee and also to the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and at arm’s length basis. Details of the related party transactions during the year are part of the fi nancial statements forming part of this Annual Report. Material changes and commitments a ff ecting fi nancial position between the end of the fi nancial year and date of report There are no material changes and commitments a ff ecting fi nancial position of the company, which occurred after the end of the fi nancial year i.e., March 31, 2021, except the impact of Covid-19 second wave pandemic on the business operation of the Company as follows: The Company is categorised under “Essential Commodities” as per the noti fi cation issued by Ministry of Home A ff airs (MHA) Govt. of India, for supply of Milk and Milk Products. The pandemic has not had any material adverse impact on the company’s business, although the sales of milk and value-added products have come down because of the lockdown. Transportation has also been impacted initially to some extent due to absenteeism of drivers. All the milk supplied by farmers was procured and processed during the lockdown period.