Ethical dealings, transparency, Integrity, fairness, disclosure and accountability are the main thrust of the working of the Company.
In next 3 years, Patanjali Foods Limited will witness complete transformation from a commodity-based company to a large FMCG & Wellness company with strong international footprints. This transformation will be achieved by focussing on important strategic priorities, creating seamless integrated organisation structure where all BUs and functions operate in coherent manner to achieve larger objectives, investing in talent and capacity building, focus on leveraging digital technology, putting in place stringent corporate governance framework and implementing robust risk management practices.
Effective Corporate Governance practices
Effective Corporate Governance practices constitute the strong foundation on which successful commercial enterprises are built to last. Corporate Governance is based on the principles of integrity, transparency, accountability and commitment to values. According to the annual report Patanjali Foods Limitedโs views are not only to comply with the statutory requirements in letter and spirit, but also to aim at implementing the best practices, keeping in view the overall interest of all its stakeholders.
“Your Company takes Corporate Governance as a critical tool to enhance trust of its Customers, Employees, Investors, Government and the Community at large and achieve its goal of maximizing value for its stakeholders. The Company has adopted a Code of Conduct for Board Members and senior Management.”, company annual report 2021-22 said.
Concept of corporate governance
Ethical dealings, transparency, Integrity, fairness, disclosure and accountability are the main thrust of the working of the Company. The Company further believes that the concept of corporate governance is founded upon the core values of transparency, empowerment, accountability, independent monitoring and environmental consciousness. The Company has always given its best efforts to uphold and nurture these core values across all operational aspects.
The Company continuously follows the procedure of Corporate Governance for ensuring and protecting the rights of its shareholders by means of transparency, integrity, accountability, trusteeship and checks at different levels of the management of the Company.
Composition, Category and size of the Board
The Board of the Company is broad-based and consists of eminent individuals. The Company is managed by the Board of Directors in co-ordination with the Senior Management team. As on March 31, 2022, the Board of the Company comprises of six (6) directors.
The Board has an optimum combination of executive and non-executive directors including one (1) woman independent director. Out of total six (6) directors, one (1) is executive director, two (2) are non-executive directors and three (3) are independent directors. The composition of the Board of Directors of the Company is in conformity with Regulation 17 of the Listing Regulations and Section 149 of the Companies Act, 2013
“Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (SEBI). Your Company has also implemented several best governance practices.”, company annual report said.
Meeting of Independent Directors
A meeting of the Independent Directors was held on March 07, 2022, without the participation of the Non-Independent Directors and members of the management. The Independent Directors carried out performance evaluation of Non-Independent Directors, the Board of Directors – as a whole, performance of Chairman of the Company (taking into account the views of executive Directors and non-executive Directors) and assessed the quality, contents and timelines of flow of information between the Management and the Board.
Governance Leadership
The Company is managed by the Board of Directors in co-ordination with the Senior Management team. The directorships, held by Directors as mentioned above, do not include directorship(s) in foreign companies and section 8 companies under the Companies Act, 2013.
Swami Ramdev, Director, Promoter, Non-Executive
Swami Ramdevji is a globally renowned global yoga guru, who has scripted a dynamic new story for Indian consumer marketing with his innovative approach and visionary outlook. Author of several books on Yoga, he has influenced and inspired millions of people around the world with his pioneering work. Swamiji studied Sanskrit and Yoga, and earned a postgraduate (Acharya) degree with specialisation in Sanskrit Vyakarana, Yoga, Darsana, Vedas and Upanisads. He also studied Satyartha Prakash in detail. He was appointed as โBrand Ambassadorโ of Yoga and Ayurveda by the Government of Haryana.
Acharya Balkrishna, Chairman and Director, Promoter, Non-Executive
A multi-skilled and dynamic personality, Acharya Balkrishnaji is the Founder Secretary of Patanjali Yogpeeth Trust. Besides being a great scholar of Ayurveda, Sanskrit language and the Vedas, he is a successful business leader who has made excellent contribution in the field of characterisation of medicinal plants and indigenous medicine identification. A great visionary, he is highly ascetic, simple and easy-going besides being a multi-dimensional person who is dedicated to the service of mankind and is recognised around the world for his work.
Ram Bharat, Managing Director, Whole-time Director, Promoter
A first-generation entrepreneur, Ram Bharat is a business leader who has transformed Patanjali Foods into a successful corporate and a market leader in its niche business space. He has a deep understanding of market trends and consumer preferences and leads from the front to keep the teams at Patanjali Foods motivated and deliver exceptional performance. He is a staunch believer in simple living and high thinking. Ram Bharat is the brother of Swami Ramdev; hence, both are related to each other. Except the aforesaid, no other director of the Company is related to any other director on the Board.
Dr. Girish Kumar Ahuja, Independent Non-Executive
Dr. Girish Kumar Ahuja is a Chartered Accountant and academician, who brings to the table 51 years of consulting experience in international and domestic taxation, joint ventures, etc. He is an expert in Direct Taxes and has earned a Doctorate in Financial Sector Reforms – Capital Market Efficiency and portfolio Investment.
Girish Kumar Ahuja holds a bachelorโs degree and masterโs degree in commerce from Shri Ram College of Commerce, University of Delhi. He also holds a degree of Doctor of Philosophy from University of Delhi. He is a fellow member of the Institute of Chartered Accountants of India and practicing Chartered Accountant for the past 51 years, having consultancy experience in international and domestic taxation. He was member of a committee on direct tax matters constituted by the Government of India. He was a member of Task Force constituted by the Government of India for drafting the New Income Tax Law. Ahuja was also nominated by the Government of India as part time non-official Director to the Central Board of Directors of State Bank of India. He is consultant on tax matters to various industries and non-profit making organizations. He is the author of 22 books on various aspects of taxation both for students and professionals. Ahuja was also nominated as member of high-powered committee formed by Government of India under the Chairmanship of Justice A.P. Shah, Chairman Law Commission to look into (i) issue of applicability of MAT provisions in the case of foreign companies and FIIs (ii) any other issue relating to applicability of direct tax provisions which may be referred to it by the Government/CBDT from time to time.
He is proposed to be re-appointed as Non-Executive Independent Director of the Company for a further term of five years. Except sitting fee, he was not paid any remuneration by the Company during the year ended March 31, 2022, and no remuneration is sought to be paid to him. Ahuja attended 14 meetings of the Board during the year ended March 31, 2022.
Other Companies (other than Patanjali Foods Limited) in which Ahuja holds Directorships: Other Companies in which Ahuja holds directorship as on date are as follows: Flair Publications Private Limited, Amber Enterprises India Limited, RJ Corp Limited, Devyani Food Industries Limited, Unitech Limited, Sidwal Refrigeration Industries Private Limited, Ever Electronics Private Limited, Devyani International Limited and Dharampal Satyapal Limited.
Tejendra Mohan Bhasin and Smt. Gyan Sudha Misra were appointed as additional directors in the category of non-executive independent director of the Company for a term of three (3) consecutive years with effect from August 13, 2020, to August 12, 2023.
Dr. T. M. Bhasin, Independent Non-Executive
Dr. T.M. Bhasin is the Chairman, Advisory Board for Banking and Financial Frauds (ABB&FF), constituted by the Central Vigilance Commission (CVC) in consultation with Reserve Bank of India (RBI). He has a distinguished academic record, with many notable achievements and awards in his highly successful career.
Justice (Mrs.) Gyan Sudha Misra, Independent Non-Executive
Mrs. Justice (Retired) Gyan Sudha Misra is a former judge of the Supreme Court of India. She has also previously held the positions of Treasurer, Joint Secretary, and Member Executive Committee of the Supreme Court Bar Association – the premier association of lawyers in India. Smt. Gyan Sudha Misra resigned from the office of independent director of Indiabulls Real Estate Limited with effect from April 26, 2022 and of Yaari Digital Integrated Services Limited with effect from June 23, 2022.
(India CSR)
