To the Members,
Your Directors are pleased to present their 39th Report along with the
audited financial statements for the financial year ended March 31, 2024.
FINANCIAL RESULTS/STATE OF THE COMPANY'S AFFAIRS
The financial results of the Company for the year ended 31st March,
2024 are summarised below:
| PARTICULARS |
CURRENT YEAR ENDED 31st MARCH,
2024 |
PREVIOUS YEAR ENDED 31st MARCH
2023 |
| Revenue from operations (net) |
7,99,040 |
7,24,697 |
| Other Income |
2,259 |
1,056 |
| Total Income |
8,01,299 |
7,25,753 |
| Operating Expenditure |
7,09,143 |
6,54,553 |
| Profit before Interest, Depreciation and Amortisation and Tax
(PBDIT) |
92,156 |
71,200 |
| Finance Costs (net) |
15,418 |
12,592 |
| Depreciation and Amortisation |
40,949 |
36,152 |
| Profit before Taxes |
35,789 |
22,456 |
| Tax Expenses |
9,060 |
5,870 |
| Net Profit for the Year |
26,729 |
16,586 |
| Other Comprehensive (Income) / Expenses |
206 |
141 |
| Total Comprehensive Income |
26,523 |
16,445 |
| Balance Brought Forward from Previous Year |
48,503 |
44,992 |
| Amount Available for Appropriation |
75,026 |
61,437 |
| Appropriations |
|
|
| Interim Dividends on Equity Shares |
13,365 |
12,934 |
| Tax on Dividends |
- |
- |
| Transfer to General Reserve |
- |
- |
| Balance carried to Balance Sheet |
61,661 |
48,503 |
PERFORMANCE OF THE COMPANY
During the year under review, your Company clocked a total income of
Rs. 8,01,299 Lakhs as against Rs. 7,25,753 Lakhs representing an increase of 10.41% over
that of the previous year. The PBDIT has increased from Rs. 71,200 Lakhs (FY 2022-2023) to
Rs. 92,156 Lakhs (FY 2023-2024) representing an increase of 29.43%. The Net Profit during
the year was Rs. 26,729 Lakhs in comparison with previous year which stood at Rs. 16,586
Lakhs resulting in an increase of 61.15%.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business. However, the Board of
Directors of the Company at its meeting held on July 05, 2023 approved the Sale of
Windmills of the Company to an identified buyer for a consideration of Rs. 13,500.00 Lakhs
by way of transfer of all the related Assets and Liabilities on a Slump Sale basis. The
sale was completed in the month of September 2023 on execution of necessary documents. The
profit from the said sale amounting to Rs. 1,013.24 Lakhs has been classified under other
income.
DIVIDEND
During the Financial Year 2023-2024, your Company declared an Interim
dividend of Rs. 6/- (600%) per fully paid up equity share of the face value of Rs. 1 per
share (ISININE473B01035) on 19th July, 2023.
The cash outflow on account of Interim dividend absorbing a sum of Rs.
133,64,89,608/- (Rupees One Hundred Thirty Three Crores Sixty Four Lakhs Eighty Nine
Thousands Six Hundreds Eight only) including a dividend tax calculated at different rates
as per the Certificates/Submissions made by the Shareholders as per the Income Tax Act was
paid as Interim Dividend for the financial year 2023-24 out of the accumulated profits of
the Company.
During the year 2023-24, a Dividend amount of Rs. 18,18,039 (Rs.
9,26,600 - declared on 16.03.2016 and Rs. 8,92,039 - declared on 06.08.2016) which
remained unclaimed for a period of 7 consecutive years) being unclaimed dividend
pertaining to the financial years 2015-16 and 2016-17 (Interim dividends) was transferred
to Investor Education & Protection Fund (IE&PF).
CHANGES IN SHARE CAPITAL
During the Financial Year 2023-24, your Company did not effect any
change in the Share Capital and hence, the paid up Equity Share Capital of the Company
stood at 22,27,48,268 Equity Shares of Re.1 per Equity Share amounting to Rs. 2,227.48
Lakhs.
TRANSFER TO RESERVES
The Company retained the entire surplus in the Profit and Loss Account
and hence no transfer to General Reserve was made during the Year.
FINANCE
The total borrowings increased from Rs. 1,44,793 Lakhs to Rs. 2,27,155
Lakhs due to requirement of funds for the Operations of the Company/improving the business
of the Company.
Your Company follows judicious management of its Short Term and Long
Term Borrowings with strong relationship with various reputed Banks from whom your Company
has availed Credit facilities at very competitive rates.
DEPOSITS
The total amount of fixed deposits (excluding interest on Cumulative
Deposits) from public, outstanding and unclaimed as at 31st March, 2024, was NIL.
| (a) Accepted during the Year |
NIL |
| (b) Remained unpaid or unclaimed as at the end of the year.
(Including interest thereon) |
NIL |
| (c) Whether there has been any default in repayment of
deposits or payment of interest thereon during the year and if so, number of such cases
and the total amount involved: |
No deposit has been accepted by the Company during the year
and no default arise during the year. |
| i. As at 1st April 2023 |
NIL |
| ii. Maximum during April 2023 to March 2024. |
NIL |
| iii. As at 31st March 2024. |
NIL |
| (d) Details of deposits which are not in compliance with the
requirements of Chapter V of the Act |
NIL |
INVESTOR EDUCATION AND PROTECTION FUND (IE&PF)
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IE&PF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("the IE&PF Rules"), all the Unpaid or Unclaimed dividends are required to
be transferred by the Company to the IE&PF Authority after the completion of seven
years. Further, according to the Rules, the Shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more shall also be transferred
to the demat account of the IE&PF Authority. During the year 2023-24, a Dividend
amount of Rs. 18,18,039 (Rs. 9,26,600 - declared on 16.03.2016 and Rs. 8,92,039 - declared
on 06.08.2016 which remained unclaimed for a period of 7 consecutive years) being
unclaimed dividend pertaining to the financial years 2015-16 and 2016-17 (Interim
dividends) was transferred to Investor Education & Protection Fund (IE&PF).
The details in respect of transfer of unclaimed dividends are provided
in the Shareholder information section of this Annual Report and are also available on our
website, at https://www.hap.in/unclaimed-dividened.php
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
There were no loans and guarantees given by the Company falling under
Section 186 of The Companies Act, 2013. Investments falling under the provisions of
Section 186 of The Companies Act, 2013 have been made. Particulars of investments covered
under Section 186 forms part of the notes on financial statements provided in this Annual
Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments, Resignations and Changes
Dr. Archana Narayanaswamy was appointed as an Additional Director in
the capacity of Non-Executive Independent Woman Director w.e.f., 29.03.2024 to hold office
as such, subject to the approval of Shareholders, for a term of 5 (five) consecutive years
w.e.f., 29.03.2024. The approval from the Shareholders will be obtained within three
months through postal ballot.
Mr. B. Thenamuthan, Non-Executive Independent Director of the Company
completed his 2 (two) terms of consecutive five years (i.e., 10 years) as an Independent
Director on 31.03.2024 and hence ceased to be an Independent Director w.e.f., 31.03.2024.
Replacement for the Director Ceasing to be an Independent Director is
to be made to maintain the proper Composition of the Board and hence the new Appointment.
Brief Profile of Director appointed and ceased to be the Director:
Appointment:
Dr. Archana Narayanaswamy aged 61 years is a highly accomplished dental
professional with a stellar academic background and extensive expertise in the field. She
obtained her B.Sc in Home Science from S.I.E.T. Women's College, Chennai, in 1982,
followed by a BDS from Ragas Dental College, Chennai, in 1997. Driven by a passion for
innovation, she further honed her skills through specialised training, including the
Progressive Orthodontic Seminars in Singapore in 2001 and a Fellowship in Laser Dentistry
from The Tamil Nadu Dr. MGR Medical University, Chennai, in 2014. With a commitment to
excellence and patient-centric care, Dr. Narayanaswamy continues to lead the way in
advancing dental healthcare, leveraging cutting-edge technologies and techniques to
deliver superior outcomes and enhance patient satisfaction.
In the Opinion of the Board, the Independent Director Dr. Archana
Narayanaswamy appointed during the financial year ended 31.03.2024 has the requisite
Independence, Integrity, Expertise and Experience for being appointed as an Independent
Director.
Cessation:
Mr. B. Thenamuthan, aged 63 years, was an Independent Director of the
Company up to 31.03.2024. He was holding a Master's Degree in Communication and Journalism
from the University of Madras. He had over 20 years of experience in the field of
journalism and held the Managing Directorship in Karnataka News Publications Private
Limited.
Other than the above, there were NO Resignations or Changes in the
Directors and Key Managerial Personnel that happened during the financial year 2023 - 24
which is under review.
Re-appointments
As per the provisions of The Companies Act, 2013, Mr. D. Sathyanarayan,
Non-Executive Director and Mr R.G. Chandramogan, Non-Executive Director are liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. The Board of Directors recommends their re-appointment.
Brief Profile of Directors proposed to be Re-appointed:
Mr. D. Sathyanarayan is a Non-Executive Director of our company. He is
a Bachelor of Science and holds a Master's Degree in Public Administration. He has got
more than three decades of experience in handling Factory Operations, Food Safety, Quality
Control aspects and setting up of new plants.
Mr R.G. Chandramogan, aged 75 years is the Chairman of the Company. He
has been in the Dairy business for more than five decades. In February, 2018, the Indian
Dairy Association awarded Patronship to Mr R.G. Chandramogan in recognition of the
valuable services rendered by him in furthering the cause of the Indian Dairy Association
and the Dairy Industry, through planning and development.
He was honoured with the prestigious Lifetime award for his outstanding
contributions to the Dairy Sector by the Indian Dairy Association at its 50th Dairy
Industry Conference.
Your Board recommends the reappointment of Mr. D. Sathyanarayan and Mr.
R.G. Chandramogan who are retiring by rotation in the ensuing Annual General Meeting.
Declaration by Independent Directors
The Company has received declarations from all its Independent
Directors that they meet the criteria of Independence as laid down under section 149(6) of
the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 in respect of the financial year ended
March 31, 2024.
Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV of The Companies Act, 2013.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
As per the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended, your Company presents the Business
Responsibility and Sustainability Report (BRSR) in the format as specified by SEBI which
is forming part of this report.
BOARD MEETINGS HELD DURING THE FINANCIAL YEAR
During the year under review, Seven (7) Board Meetings were convened
and held, the details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the time period prescribed under The
Companies Act, 2013.
BOARD COMMITTEES
The primary five committees of the Board are Audit Committee,
Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate
Social Responsibility Committee and Risk Management Committee. Other than the above said
primary committees, the Board has the following additional committees viz., Borrowing
& Investment Committee and Core Committee. A detailed note on the committees is
provided under the Corporate Governance Report forming part of this Board's Report. The
composition of the Committees as of 31st March 2024 (including the changes effected up to
the date of this report) and their meeting dates are given below:
| NAME OF THE COMMITTEE |
COMPOSITION |
DETAILS OF MEETINGS HELD DURING THE YEAR |
| Audit Committee |
The Committee comprised of 4 Non-Executive Independent
Directors and 2 Non-Executive NonIndependent Directors as on 31.03.2024. The Chairman of
the Committee is an Independent Director. |
Five meetings were held during the year on the following
dates:- |
|
|
• 09th May, 2023 |
|
|
• 19th July, 2023 |
|
|
• 08th August, 2023 |
|
|
• 19th October, 2023 |
|
|
• 19th January, 2024 |
| Nomination and Remuneration Committee |
The Committee comprised of 4 Non-Executive Independent
Directors and 2 Non-Executive NonIndependent Directors as on 31.03.2024.The Chairman of
the Committee is an Independent Director. |
Four meetings were held during the year on the following
dates:- |
|
|
• 19th July, 2023 |
|
|
• 19th October, 2023 |
|
|
• 19th January, 2024 |
|
|
• 29th March, 2024 |
| Stakeholders' Relationship Committee |
The Committee comprised of 4 Non-Executive Independent
Directors and 2 Non-Executive NonIndependent Directors as on 31.03.2024.The Chairman of
the Committee is an Independent Director. |
Two meetings were held during the year on the following
dates:- |
|
|
• 09th May, 2023 |
|
|
• 19th October, 2023 |
| Corporate Social Responsibility Committee |
The Committee comprised of four Members - One Executive
Director, One Non-Executive Independent Director and Two Non-Executive Non-Independent
Directors as on 31.03.2024. The Chairman of the Committee is an Independent Director |
One Meeting was held during the year on the following date:- |
|
|
• 09th May, 2023 |
| Risk Management Committee |
The Committee comprises of Four Members - Two Non-Executive
Non-Independent Directors, One Executive Director and One Non-Executive Independent
Director as on 31.03.2024. The Chairman of the Committee is a Non-Executive
Non-Independent Director. |
Three Meetings were held during the year on the following
dates:- |
|
|
• 09th May, 2023 |
|
|
• 19thOctober, 2023 |
|
|
• 19th January, 2024 |
| Borrowing & Investment Committee |
The Committee comprises of four Members - One Executive
Director, One Non-Executive Independent Director and Two Non-Executive Non-Independent
Directors as on 31.03.2024. The Chairman of the Committee is a Non-Executive
Non-Independent Director. |
Eleven Meetings were held during the year on the following
dates:- |
|
|
• 15th May, 2023 |
|
|
• 30th June, 2023 |
|
|
• 20th September, 2023 |
|
|
• 13th December, 2023 |
|
|
• 23rd December, 2023 |
|
|
• 29th December, 2023 |
|
|
• 11th January, 2024 |
|
|
• 22nd January, 2024 |
|
|
• 27th February, 2024 |
|
|
• 20th March, 2024 |
|
|
• 26th March, 2024 |
Pursuant to the Cessation of Mr Balasubramanian Thenamuthan as an
Independent Director,
i) the Audit Committee was re-constituted w.e.f., 01.04.2024. The Audit
Committee at present (w.e.f.,01.04.2024) comprises of Mr. S.Subramanian, Mr. K.S.
Thanarajan, Mr. P.Vaidyanathan, Mr V R Muthu, Dr. Archana Narayanaswamy and Mr. Tammineedi
Balaji, as its Members.
ii) the Nomination and Remuneration Committee was re-constituted
w.e.f., 01.04.2024. The Nomination and Remuneration Committee at present (w.e.f.,
01.04.2024) comprises of Mr. S.Subramanian (Chairman), Mr. K.S. Thanarajan, Mr. Tammineedi
Balaji and Dr. Chalini Madhivanan, as its Members.
iii) the Stakeholders' Relationship Committee was re-constituted
w.e.f., 01.04.2024. The Stakeholders' Relationship Committee at present
(w.e.f.,01.04.2024) comprises of Mr. S.Subramanian (Chairman), Mr. K.S. Thanarajan, Mr.
Tammineedi Balaji and Dr. Chalini Madhivanan, as its Members.
After the Re-constitution of CSR Committee, presently, the Corporate
Social Responsibility Committee comprises of Three Members viz., Mr. S. Subramanian
(Chairman - Independent Director), Mr. K.S. Thanarajan (Member - Non-Executive Non-
Independent Director) and Mr. C Sathyan (Member - Executive Director)
There is No Change in the constitution of Risk Management Committee and
Borrowing & Investment Committee.
Details of recommendations of Audit Committee which were not accepted
by the board along with reasons
The Audit Committee generally makes certain recommendations to the
Board of Directors of the Company during their meetings held to consider financial results
(Unaudited and Audited) and such other matters placed before the Audit Committee as per
The Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of
Directors considered all the recommendations made by the Audit Committee, accepted and
carried out the same to its satisfaction. Hence there are no recommendations of Audit
Committee unaccepted by the Board of Directors of the Company during the year under
review.
DETAILS OF POLICIES DEVELOPED BY THE COMPANY
(i) Nomination and Remuneration Policy
The Company has formulated the Nomination and Remuneration Policy in
compliance with Section 178 of The Companies Act, 2013 read along with the applicable
Rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
The objective of this policy is to ensure
• The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the
company successfully;
• Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
• Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance with short and long-term performance objectives appropriate
to the working of the company and its goals
This policy is being governed by the Nomination and Remuneration
Committee comprising of members of the Board, as stated above, comprising of three
Independent Directors and One Non-Executive NonIndependent Director. The policy lays down
the standards to be followed by the Nomination and Remuneration Committee with respect to
the appointment, remuneration and evaluation of Directors and Key Managerial/Senior
Management Personnel. Salient features of the Nomination and Remuneration Policy is
annexed herewith marked as Annexure A and forms part of this report.The detailed
policy is hosted on the website of the Company and the web link for same is
https://www.hap.in/policies.php.
Affirmation that the remuneration is as per the remuneration policy of
the company
The Company has formulated the Nomination and Remuneration Policy in
compliance with Section 178 of The Companies Act, 2013 read along with the applicable
rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
This policy governs the criteria for deciding the remuneration for Directors, Key
Managerial Personnel and Senior Management Personnel. It is affirmed that the remuneration
to Directors, Key Managerial Personnel and Senior Management Personnel is being fixed
based on the criteria and parameters of the above mentioned policy of the Company.
Board Diversity
The Company recognises and values the importance of a diverse board as
part of its corporate governance and success. The Company believes that a truly diverse
Board will leverage differences in ideas, knowledge, thought, perspective, experience,
skill sets, age, ethnicity, religion and gender which will go a long way in retaining its
competitive advantage. The Board has on the recommendation of the Nomination and
Remuneration Committee, adopted a Board Diversity Policy which sets out the approach to
diversity of the Board of Directors.
(ii) Corporate Social Responsibility Policy (CSR)
Your Company recognises that its business activities have wide impact
on the societies in which it operates, and therefore an effective practice is required
giving due consideration to the interests of its stakeholders including shareholders,
customers, employees, suppliers, business partners, local communities and other
organisations.
Your Company endeavors to make CSR an important agenda and is committed
to its stakeholders to conduct its business in an accountable manner that creates a
sustained positive impact on society. Your Company satisfying the threshold as stipulated
under Section 135 of The Companies Act, 2013 has established the CSR Committee comprising
of members of the Board, as stated above, and the Chairman of the Committee is
Non-Executive and Independent Director. The said Committee has formulated and approved the
CSR policy as per the approach and direction given by the Board pursuant to the
recommendations made by the Committee including guiding principles for selection,
implementation and monitoring of activities as well as formulation of Annual Action Plan
for the Company with its major focus on:-
• Devising meaningful and effective strategies for carrying out
CSR activities and engaging with all the stakeholders towards implementation and
monitoring.
• Make sustainable contributions to communities.
• Identify socio-economic opportunities to perform CSR activities.
• Focus on social welfare activities and programmes as envisaged
in Schedule VII of The Companies Act, 2013.
• Modalities of utilising the funds and implementation of
schedules for the Projects or Programmes.
• Monitoring and Reporting mechanism for the Projects or
Programmes; and
• Details of need and impact assessment study , if any, for the
Projects undertaken by the Company
The CSR Committee recommends to the Board of Directors to implement the
CSR activities covering any of the areas as detailed under Schedule VII of The Companies
Act, 2013 as per CSR Policy of the Company. Annual Report on CSR activities as required
under the provisions of The Companies Act, 2013 is annexed herewith marked as Annexure
B and forms part of this report.
(iii) Risk Management Policy
The Board of Directors of your Company has adopted a Risk Management
Policy which details the procedures to be followed by the Company with regard to risk
management including identification of elements of risk, if any which in the opinion of
the Board may threaten the existence of the Company. The Company has formed a Risk
Management Committee comprising of four members of the Board who shall evaluate and review
the risk factors associated with the operations of the Company and recommend to the Board
the methods to mitigate the risk and advise from time to time various measures for
minimising the risk and monitor the risk management for the Company.
The policy broadly defines the scope of the Risk Management Committee
which comprises of:-
• Review and approve the Risk Management Policy and associated
frameworks, processes and practices of the Company.
• Ensuring that the Company is taking the appropriate measures to
achieve prudent balance between risk and reward in both the ongoing and new business
activities.
• Evaluating significant risk exposures of the Company and assess
management's actions to mitigate the exposures in a timely manner (including one-off
initiatives, and ongoing activities such as business continuity planning and disaster
recovery planning & testing).
• Co-coordinating its activities with the Audit Committee in
instances where there is any overlap with audit activities (e.g. internal or external
audit issue relating to risk management policy or practice).
• Reporting and making regular recommendations to the Board.
(iv) Whistle-Blower Policy - Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. To maintain these standards, the Company
encourages its employees who have concerns about suspected misconduct to come forward and
express these concerns without fear of punishment or unfair treatment. A Vigil
(WhistleBlower) mechanism provides a channel to the Employees and Directors to report to
the management concerns about unethical behavior, actual or suspected fraud or violation
of the Code of Conduct or Policy. The mechanism provides for adequate safeguards against
victimisation of employees and directors to avail of the mechanism and also provide for
direct access to the Chairman of the Board/Chairman of the Audit Committee in exceptional
cases.
In line with the statutory requirements, the Company has formulated a
Whistle-Blower Pol icy/Vigil Mechanism, which covers malpractices and events which have
taken place/suspected to have taken place, misuse or abuse of authority, fraud or
suspected fraud, violation of company's rules, manipulations, negligence causing danger to
public health and safety, misappropriation of monies, and other matters or activity on
account of which the interest of the Company is or is likely to be affected and formally
reported by whistle blowers concerning its employees.
The Managing Director is responsible for the administration,
interpretation, application and review of this policy. The Managing Director is also
empowered to bring about necessary changes to this Policy, if required at any stage with
the concurrence of the Audit Committee. The mechanism also provides for access to the
Chairman of the Audit Committee in required circumstances.
(v) Dividend Distribution Policy
According to Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 as amended, your Company falling under top 1000 listed
entities based on the market capitalisation (calculated as on March 31 of every financial
year) has framed the Dividend Distribution Policy which is attached in this Annual Report
marked as Annexure E. Weblink: https://www.hap.in/policies.php.
EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the provisions of The Companies Act, 2013 and Regulation 17
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended, an annual performance evaluation of the
performance of the Board, the Directors individually as well as the evaluation of the
working of the Board Committees was carried out based on the criteria and framework
adopted by the Board.
The evaluation process for measuring the performance of
Executive/Non-Executive and Independent Directors is being conducted through a survey
which contains a questionnaire capturing each Board and Committee Member's response to the
survey which provides a comprehensive feedback to evaluate the effectiveness of the Board
and its Committees as a whole and also their independent performance. The methodology
adopted by each Director who responded to the survey has graded their peers against each
survey item from 1 to 5 with 1 marking the lower efficiency and 5 the highest efficiency
which revealed more realistic data on measuring the effectiveness of the Board dynamics,
flow of information, decision making of Directors and performance of Board and Committee
as a whole.
The Independent Directors evaluation is being done by the entire Board
with main focus on their adherence to the Corporate Governance practices and their
efficiency in monitoring the same. They are also being evaluated on various parameters
viz., their performance by way of active participation, in Board and Committee meetings,
discussing and contributing to strategic planning, fulfillment of Independence criteria as
specified under SEBI (LODR) Regulations, 2015 as amended and their independence from the
Management etc., ensuring non participation of Independent Director being evaluated.
Apart from the above, the performance of NonIndependent Directors and
the Board as a whole in terms of prudent business practices adopted by them towards
governance of the operations of the Company, adherence to the highest standards of
integrity and business ethics, exercising their responsibilities in a bona fide manner in
the best interest of the Company and not allowing any extraneous consideration that shall
impede their decision making authority in the best interest of the Company was also
carried out to evaluate their performance.
The performance evaluation of the Non-Independent Directors was carried
out by the entire Board of Directors (excluding the Director being evaluated) and they
have expressed their satisfaction with the evaluation process which considered their
commitment and the exercise of their responsibilities in the best interest of the Company.
The performance of the Chairman of the Company was reviewed by the
Independent Directors who ensured during their review, that the Chairman conducted the
Board proceedings in an unbiased manner without any conflict with his personal interest at
any point of time. It was further ascertained by the Independent Directors that the
Chairman allowed the Board Members to raise any concerns on any business of the Board
during their Meetings and addressed them in the best interest of the Company.
As per the SEBI Circular SEBI/HO/CFD/CMD/CIR/P/ 2018/79 dated 10th May
2018, the followings details are being provided on Board evaluation.
| Observations of board evaluation carried out for the year. |
There were no observations arising out of board evaluation
during the year as the evaluation indicates that the Board has functioned effectively
within its powers as enumerated under The Companies Act, 2013 and in consonance with the
Articles of Association of the Company. |
| Previous year's observations and action taken. |
There were no observations during the previous year
warranting any action. |
| Proposed actions based on current year observations. |
As there were no observations, the action to be taken does
not arise. |
TRAINING AND FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Every Independent Director on being inducted into the Board attends an
orientation program. To familiarise the new directors with the strategy, operations and
functions of our Company, the Executive Directors/ Senior Managerial Personnel make
presentations to the inductees about the Company's strategy, operations, product
offerings, Organisation structure, human resources, technologies, facilities and risk
management.
Further, at the time of appointment of Independent Directors, the
Company issues a formal letter of appointment outlining his/her role, functions, duties
and responsibilities as a Director. The detailed familiarisation program for Independent
Directors is hosted on the website of the Company and weblink for the same is
https://www.hap.in/policies.php.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1
and SS-2, issued by the Institute of Company Secretaries of India, relating to 'Meetings
of the Board of Directors' and 'General Meetings', respectively, have been duly
followed/complied with by the Company.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
Your Company has no subsidiaries, joint venture or associate companies
and hence the disclosure does not arise.
AUDITORS Statutory Auditors
At the Annual General Meeting held on 20th September, 2022, M/s.
Deloitte Haskin & Sells, Chartered Accountants, (Firm Registration number
117366W/W100018) were re-appointed as Statutory Auditors of the Company to hold office for
a Second and Final Term of 5 consecutive years from the conclusion of Thirty Seventh
(37th) Annual General Meeting of the Company until the conclusion of Forty Second (42nd)
Annual General Meeting of the Company to be held in the calendar year 2027.
The Company has received a Certificate from the Statutory Auditors to
the effect they are not disqualified to continue as Auditors of the Company.
The Notes on financial statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The Auditors' Report does
not contain any qualification, reservation, adverse remark or disclaimer.
Total Fees for all the Services paid by the Company, on a consolidated
basis, to the Statutory Auditors.
Total Fees for all the Services paid by the Company, on a consolidated
basis to M/s. Deloitte Haskins & Sells LLP for the financial year 2023-24 was Rs.
85.71 Lacs (excluding tax).
The Board, in consultation with the Statutory Auditors and as per the
recommendation of Audit Committee, will decide the payment of Audit Fee payable to the
Statutory Auditors for all their services including audit of accounts, tax audit etc., for
the financial year 2024-25 excluding out of pocket expenses.
Secretarial Auditor
Pursuant to the provisions of Section 204 of The Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. S. Dhanapal, Partner, M/s. S. Dhanapal & Associates LLP, a
firm of Practising Company Secretaries to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year 2023-2024 is annexed herewith marked
as Annexure C which forms part of this report. The Secretarial Audit Report does
not contain any qualification, reservation, adverse remark or disclaimer.
As required by the Listing Regulations, the Auditors' Certificate on
Corporate Governance is enclosed as Annexure D.
Cost Auditor
Pursuant to the provisions of clause (g) of sub-section (3) of Section
141 read with sub section (3) of Section 148 of The Companies Act, 2013, the Company has
appointed M/s. Ramachandran & Associates, Cost Auditors (Firm Registration No.000799)
as Cost Auditor of the Company to conduct the audit of the Cost Accounting records
maintained by the Company relating to those products as mandated by The Companies Act,
2013 and the Companies (Cost records and audit) Rules, 2014 as amended. In this regard the
units manufacturing Milk Powder at Palacode, Salem and Kanchipuram have been covered under
Cost Audit for the financial year 2023-24.
The Company maintains the Cost Records as specified by the Central
Government under Section 148(1) of The Companies Act, 2013 as applicable to the Company.
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instance of fraud committed in the Company by
its Officers or Employees to the Audit Committee under Section 143(12) of The Companies
Act, 2013 details of which needs to be mentioned in this report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Details as required under Section 197 of The Companies Act, 2013 read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 :
Details of Top Ten Employees in terms of Remuneration drawn*:
| Name/s of the Employee/s |
Designation of the Employee |
Remuneration received (Amount in Rs. Per
annum) |
Nature of employment, whether contractual or otherwise |
Qualifications and experience of the Employee |
Date of commencement of employment |
Age of such Employee |
Last employment held by such Employee before joining the
company |
Percentage of Equity Shares held by the Employee by himself or
along with his/her spouse and dependent Children, being not less than two percent of the
Equity Shares of the Company |
Whether any such Employee is a relative of any Director or
Manager of the Company and if so, name of such Director or Manager |
| Anil Kumar P A |
Senior Vice President - Quality Assurance |
82,61,963 |
Permanent |
M.SC., Dairy Microbiology |
25.03.2009 |
65 |
Heritage Food India Ltd. |
Nil |
No |
| Sayyad Mohammad Ghouse |
AVP - Plant Operations |
69,10,588 |
Permanent |
Diploma in Dairy Technology |
09.08.2021 |
61 |
NFPC Mega Plant, Abu Dhabi, UAE., |
Nil |
No |
| Shanmuga Priyan J |
Chief Operating Officer |
62,16,361 |
Permanent |
M.Com., |
07.03.2001 |
46 |
First Employment in HATSUN |
Nil |
No |
| Sam Joseph A |
Associate Vice President - Inbound & Outbound Logistics |
52,55,749 |
Permanent |
B.E |
18.11.2009 |
50 |
Srinivasa Fine Arts Pvt Ltd., |
Nil |
No |
| Muthusamy S |
AVP- HR |
47,87,707 |
Permanent |
B.E |
09.11.1998 |
50 |
First Employment in HATSUN |
Nil |
No |
| Anand S |
Senior General Manager - Sales |
47,75,896 |
Permanent |
Master of Business Administration - Marketing |
15.10.2021 |
50 |
Devyani Food Industries Ltd., |
Nil |
No |
| Senthilkumar |
SGM - Plant Operations |
46,91,500 |
Permanent |
Ph.D., M.SC. Microbiology |
06.06.2005 |
44 |
First Employment in HATSUN |
Nil |
No |
| Shahnavaz Mohammad |
Senior General Manager - Sourcing & Planning |
46,28,770 |
Permanent |
B.Tech., LLB, MBA |
15.06.2016 |
48 |
Tirumala Milk Products Limited |
Nil |
No |
| Senthilkumar |
SGM - Marketing |
46,02,100 |
Permanent |
M.A., International Relations & Master Diploma in
Computing |
02.06.2010 |
47 |
Blacks Leisure Group PLC. U.K |
Nil |
No |
| Sundar Venkataraman A |
Associate Vice President - Sales |
45,47,607 |
Permanent |
B.Sc |
14.12.1998 |
54 |
Henkal Spic |
Nil |
No |
*The Top ten Employees do not include Executive Directors and KMPs as
their Remuneration details are shown separately in the Board's Report.
(i) Details of the employees employed throughout the year and drawing
remuneration which in the aggregate is not less than Rupees One Crore and Two Lakhs per
annum, during the financial year. - Nil
(ii) Employees employed for a part of the financial year were in
receipt of remuneration for any part of that year, which, in the aggregate exceeds Rupees
Eight Lakhs and Fifty Thousand per month, during the financial year. - NIL.
(iii) None of the employees was in receipt of remuneration in excess of
that drawn by the Managing Director. None of the Employees except the Managing Director
employed throughout the financial year or part thereof, hold by himself/herself or along
with his/her spouse and dependent children, more than two per cent of the equity shares of
the Company.
Details required as per Section 197 and Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
| NAME OF DIRECTOR/KMP |
AMOUNT OF REMUNERATION PER ANNUM (
in * ) |
RATIO OF REMUNERATION TO MEDIAN
REMUNERATION OF EMPLOYEES FOR THE FY |
% INCREASE IN REMUNERATION DURING THE FY |
| Mr. C. Sathyan, Managing Director |
97,21,450 |
37.17 |
3.20 |
| Mr. H. Ramachandran, Chief Financial Officer |
89,74,794 |
36.33 |
4.69 |
| Mr. G. Somasundaram, Company Secretary |
34,21,991 |
14.91 |
-5.04 |
"Retirement benefits like Gratuity not included since the same is
not comparable.
Percentage increase in the median remuneration of employees in the
financial year
The median remuneration of Employees for the Financial Year ended 31st
March, 2024 was arrived at *22,196/- per month and the median remuneration of Employees
for the previous financial year ended 31st March, 2023 was arrived at *19,671/- per month
and accordingly, there was an increase of 12.84% in the median remuneration of employees
in the financial year.
Number of permanent employees on the rolls of the company as on
31.03.2024
The Number of permanent employees on the rolls of the Company as of
31st March, 2023 stood at 5,222.
Average percentile increase already made in the salaries of employees
other than the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration;
The average percentile increase was about 10.79 % for all the employees
who went through the compensation review cycle in the year. For the managerial personnel,
the compensation has increased marginally for Managing Director, CFO and the Company
Secretary, due to annual increment based on their performance. The remuneration for the
Managing Director and Executive Director is determined by the Shareholders for a defined
term as stipulated under The Companies Act, 2013.
The compensation decisions are taken after considering at various
levels of the benchmark data and the compensation budget approved for the financial year.
The Nomination and Remuneration Committee recommends to the Board of Directors any
compensation revision of the managerial personnel. In respect of Whole-time Directors the
remuneration fixed for them is finally approved by the Shareholders.
Details of pecuniary relationship or transactions of the Non-Executive
Directors vis-a-vis the company
All the Non-Executive Directors except the Chairman were entitled to
only the Sitting Fees of *50,000 for every board meeting they attend and a Sitting Fees of
*10,000 for every committee meeting they attend as Members of respective committees
pursuant to the revision in the Sitting Fees approved by the Board at its meeting held on
27th April 2017.
Pursuant to the approval of the Board given at its Meeting held on 19th
January, 2024, the Sitting Fees payable to all the Non-Executive Directors for attending
the Meeting of the Board and its Committee were revised. As per the revision, all the
Non-Executive Directors are entitled the Sitting Fees of *75,000 for every board meeting
they attend and a Sitting Fees of *15,000 for every committee meeting they attend as
Members of respective committees.
Mr. P. Vaidyanathan, Non-Executive Non-Independent Director held in
total 12,41,798 Equity Shares - in the capacity as Karta of Vaidyanathan P HUF (1,37,977
Equity Shares) and in the capacity as Karta of Panchapagesan Vaidyanathan S HUF (11,03,821
Equity Shares) as of 31st March 2024.
Mr. K.S. Thanarajan, Non-Executive Non-Independent Director held
6,68,179 Equity shares as of 31st March 2024.
Mr. V.R. Muthu, Non-Executive Independent Director held 59,773 Equity
shares as of 31st March 2024.
Other than the Sitting Fees, Mr. D. Sathyanarayan, NonExecutive
Non-Independent Director of the Company was paid a Remuneration for the Professional
services rendered by him after obtaining the approval of the Members by passing a Special
Resolution through Postal Ballot dated 13th December, 2023.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The term Internal Financial Controls has been defined as the policies
and procedures adopted by the Company to ensure orderly and efficient conduct of its
business, including adherence to company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
accounting records, and the timely preparation of reliable financial information.
Your Company has an adequate and robust Internal Control System,
commensurate with the size, scale and complexity of its operations. To maintain its
objectivity and independence, the Internal Audit reports are submitted to the Audit
Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy
and adequacy of Internal Control System in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the
report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board. The Audit Committee also conducts discussions about Internal Control System
with the Internal and Statutory Auditors and the Management of the Company and satisfy
themselves on the integrity of financial information and ensure that financial controls
and systems of risk management are robust and defensible.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All the employees
(permanent, contractual, temporary, trainees) are covered under this policy.
The Company has not received any complaint on sexual harassment during
the financial year ended 31.03.2024.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year there are no significant and/or material orders passed
by the Regulators or Courts or Tribunals impacting the going concern status and the
Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2024 TILL THE DATE OF THIS REPORT
There have been no material changes and commitments which affect the
financial position of the company which have occurred between the end of the financial
year i.e., from 31.03.2024 to which the financial statements relate until the date of this
report.
EXTRACT OF ANNUAL RETURN
As per the MCA Notification dated 28th August, 2020 making an amendment
to Rule 12(1) of The Companies (Management and Administration) Rules, 2014, a weblink of
the Annual Return is furnished in accordance with sub section (3) of Section 92 of The
Companies Act, 2013 and as prescribed in Form MGT 7 of The Companies (Management and
Administration) Rules, 2014. You may please refer to our Company's weblink:
https://www.hap.in/annual-return.php.
RELATED PARTY TRANSACTIONS
As required under Regulation 23 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the
Company has developed a policy on dealing with Related Party Transactions and such policy
is disclosed on the Company's website. The weblink for the same is
https://www.hap.in/policies.php
There were no Related Party Transactions entered into during the
financial year by the company with the Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with the interest of the company at
large other than the remuneration paid to the Executive Director/s and Non-Executive
Director/s and Dividend received by them from the Company in proportion to the shares held
by them, the transactions with HAP Sports Trust by way of contribution towards CSR
activities and the payment made to the Registrar and Share Transfer Agents.
The details of Related Party Transactions are provided in the Notes to
the Accounts and AOC-2 forming part of the Director's Report - Marked as Annexure G.
CORPORATE GOVERNANCE REPORT
The Company has complied with the corporate governance requirements
under The Companies Act, 2013 and as stipulated under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended. A
report on Corporate Governance including Management Discussion and Analysis under
Regulation 34 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 along with a certificate from M/s. S Dhanapal
& Associates, LLP, a firm of Practising Company Secretaries, confirming to the
compliance is annexed herewith marked as Annexure D which forms part of this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details on conservation of energy, technology absorption, foreign
exchange earnings and outgo are annexed herewith as marked as Annexure F which
forms part of this report.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of The Companies Act, 2013, the Directors
would like to state that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed.
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
4. The Directors have prepared the annual accounts on a going concern
basis.
5. The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
6. The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
DEPOSITORY SYSTEM
As the members are aware, your Company's shares are tradable in
electronic form and the Company has established connectivity with both the Depositories
i.e., National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). In view of the advantages of the Depository System, the members
are requested to avail of the facility of dematerialisation of the Company's shares.
INDUSTRIAL RELATIONS
Industrial relations in all the units and branches of your Company
remained cordial and peaceful throughout the year.
DETAILS OF APPLICATION MADE/PROCEEDINGS PENDING UNDER IBC CODE, 2016
DURING THE YEAR AND THEIR STATUS AS AT THE END OF FY: NIL.
DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: NA.
DETAILS OF ONE TIME SETTLEMENT IF ANY: NIL.
ACKNOWLEDGEMENTS
The Directors wish to thank the business associates, customers,
vendors, bankers, farmers, channel partners and investors for their continued support
given by them to the Company. The Directors would also like to thank the employees for the
contributions made by them at all levels.
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