Change of Registered Office During the year the Board of Directors at their meeting held on 13th October, 2022 approved to shift the registered office of the Company within local limits of the city of Hyderabad from #6-3-541/C, Panjagutta, Hyderabad - 500082 to H.No.8-2-293/82/A/1286, Plot No: 1286, Road no. 1 & 65, Jubilee Hills Hyderabad- 500033, Telangana, India, w.e.f. 01st December, 2022 Director’s Responsibility Statement as required under Section 134 (3)(c) & (5) of the Companies Act, 2013. The financial statements are prepared in accordance with the provision of Section 129 read with Schedule III of the Companies Act, 2013 and the rules made thereof, Ind-AS and Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except the sale proceeds received under REC Mechanism of the Renewable Energy. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards. The Board of Directors to the best of their knowledge and understand confirm that: • In the preparation of the annual accounts (Standalone & Consolidated) for the financial year 2022-23, the applicable accounting standards have been followed along with proper explanation relating to material departures. • They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the profit and loss of the Company for that period. • They have taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities if any, • The annual accounts of the company have been prepared on a going concern basis. • They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and • They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Management Discussion and Analysis In terms of the provisions of SEBI (ListingObligations &Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management’s Discussion and Analysis is provided in a separate section and forms an integral part of this Report. Corporate Governance Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization’s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders’ expectations. It is imperative that your company’s affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders. In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter “Listing Regulations”) as amended from time to time, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company forms integral part of this Annual Report. Business Review Your Company has not changed its nature of business during the period under review. Your Company continues to report results under two divisions i.e. Dairy division and Renewable division, in operation across 11 States in India. Dairy Business Overview The dairy industry in India, is one of the most attractive among all consumer foods segments for many reasons. In the global context, India has been the largest producing and consuming nation in the world for many years now. With an estimated annual production in excess of 210 million tonnes, India contributes to a quarter of all world production and consumption. But what is more interesting for us is that while the global dairy production and consumption is expected to maintain a growth rate of 1.6% year on year, the rate of growth of the Industry in our country is probably 3 times faster. The consumption growth in India is driven by a multitude of factors, primarily (1) fast pace of growth of economy and disposable income, (2) accelerating urbanisation and the shift to packaged products and finally (3) the growing demand for nutrition that fuels an aspiring nation, driving higher per capita consumption and more occasions for dairy products. The economics of the business and recent trends While the mid-term to long-term outlook for the business is very robust and promising, the industry has been through a rough patch in the last 12-15 months. At a high level, the continuing inflationary pressures on the farm prices of raw milk has put tremendous strain on the profitability of the industry in general. After a very long period in time, the industry witnessed double Heritage Foods Limited | 31st Annual report 2022-23 70
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