As on: Apr 24, 2024 04:00 PM
Dear Members,
Your Directors have pleasure in presenting the 32nd (Thirty Second) Board's Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2023.
FINANCIAL PERFORMANCE
The financial performance of your Company for the Financial Year ended March 31, 2023 is summarized below:
(` in Million)
Note: The previous year figures have been regrouped/ reclassified wherever necessary.
STATE OF THE COMPANY'S AFFAIRS
The Company has demonstrated strong growth momentum and crossed some very significant milestones. Consolidated revenues have reached ~ ` 30,000 Million. We now operate 1,243 stores across our portfolio of brands and countries, more than doubling over the last three years. Both KFC and Pizza Hut crossed important store milestones of 500 stores each & Costa Coffee has crossed 100 stores as of March 31, 2023.
The Company continues to actively pursue new trade areas in both the metro cities and upcoming locations. This will help us take our brands closer to the customers and give them a better experience, thus solidifying the presence in the domestic markets. In line with this strategy, we have continued to expand to newer cities and we are present in over 240 cities in India now. Reflecting our expanding presence deeper in the Country, our share of Core Brands stores in Non-Metro cities has now expanded to ~ 53%, a marked increase from ~ 48% just two years ago.
Product innovation is another pillar of our growth strategy. In partnership with Yum!, we launched quite a few innovative products in our KFC & Pizza Hut brands. The premium range which included limited-time offerings of “Chizza” and the peri-peri flavored chicken products have been very well received. Pizza Hut has recently launched a revamped menu with 10 new pizzas, which are getting a lot of love from our customers.
We have also been working on making our offerings available at more accessible price points. The launch of “Flavor Fun” range in Pizza Hut helps us reach out to a much larger audience. Similarly, we launched the lunch menu at KFC which allows us to tap into an important day part and build salience for brand KFC.
Despite high inflation across industries and categories leading to a short-term impact on consumer sentiment and demand in the second half of the current financial year, we remain confident in our brands and in the long-term potential of the Indian market. By maintaining financial discipline and operational excellence, the Company is well-positioned to emerge stronger and capture growth opportunities in the future. The Company remain firmly committed to the objective of creating sustainable long-term value for all our stakeholders.
DEPOSITS
Your Company has not accepted any deposits from the public during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 (“Act”) and the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to Reserves.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of business of the Company.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Your Directors have not recommended any dividend on equity shares for the year under review in order to conserve the resources for the future growth of the Company. The Company has in place a Dividend Distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the same is available on the website of the Company i.e. https://www. dil-rjcorp.com/wp-content/uploads/2021/08/Dividend-Distribution-Policy.pdf.
SHARE CAPITAL
During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from ` 120.47 crore comprising 1,20,47,36,378 equity shares of face value of ` 1/- each to ` 120.50 crore comprising 1,20,49,61,378 equity shares of face value of ` 1/- each pursuant to allotment of 2,25,000 equity shares under the Employees Stock Option Scheme 2018 (‘ESOP Scheme 2018').
Subsequent to the end of the Financial Year 2022-23, the Company has allotted 4,87,500 equity shares on April 7, 2023 under the ESOP Scheme 2018 & the Employees Stock Option Scheme 2021 (‘ESOP Scheme 2021'), pursuant to which the issued, subscribed and paid-up equity share capital of the Company has increased to ` 120.54 crore comprising 1,20,54,48,878 equity shares of face value of ` 1/- each.
EMPLOYEES STOCK OPTION SCHEMES
The Company has three Employees Stock Option Schemes viz. Employees Stock Option Scheme 2011 (‘ESOP Scheme 2011'), ESOP Scheme 2018 and ESOP Scheme 2021. Further, to align the ESOP Scheme 2021 with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations"), the Members of the Company at their 31st Annual General Meeting (“AGM”) held on June 28, 2022 approved the amendments to the ESOP Scheme 2021.
A certificate from Secretarial Auditor i.e. M/s. Sanjay Grover
& Associates, Company Secretaries has been received confirming that ESOP Scheme 2011, ESOP Scheme 2018 and ESOP Scheme 2021, have been implemented in compliance with the SEBI ESOP Regulations. A copy of the certificate has been uploaded on the website of the Company i.e. https:// dil-rjcorp.com/.
The Statutory disclosures as mandated pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI ESOP Regulations, are available on the website of the Company i.e. https://dil-rjcorp.com/.
HOLDING COMPANY
RJ Corp Limited continued to be the holding company and held 59.32% of the paid-up equity share capital of the Company as of March 31, 2023. The Promoter/ Promoter Group, including RJ Corp Limited, held 62.79% of the paid-up equity share capital of the Company as of March 31, 2023.
SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS
As on March 31, 2023, your Company had five subsidiaries i.e. Devyani Food Street Private Limited, Devyani Airport Services (Mumbai) Private Limited, Devyani International (Nepal) Private Limited, wholly-owned subsidiaries, RV Enterprizes Pte. Ltd., subsidiary and Devyani International (Nigeria) Limited, a step-down subsidiary. During the year under review, there was no change in the subsidiary companies. During the year under review, your Company did not have any Associate/ Joint Venture as defined under the provisions of the Act.
In compliance with the provisions of Section 129 of the Act and the SEBI Listing Regulations, the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Indian Accounting Standards (“Ind AS”) and form part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries/ Joint Ventures/ Associates of the Company (including their performance and financial position) in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the Consolidated Financial Statements. The highlights of the performance of Subsidiaries/ Joint Ventures/ Associates and their contribution to the overall performance of the Company are included as part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Audited Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at https://dil-rjcorp.com/dil/financial-information/. Audited Financial Statements of the aforesaid subsidiary companies are also kept open for inspection by the Members at the Registered Office of the Company on all working days up to the date of AGM i.e. July 3, 2023 between 11:00 A.M. to 2:00 P.M. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office.
In terms of the provisions of the SEBI Listing Regulations, your Company has a ‘Policy for Determination of Material Subsidiary and Governance of Subsidiaries' and the same is available on website of the Company i.e. https://www. dil-rjcorp.com/wp-content/uploads/2021/06/Policy-on-Material-Subsidiary.pdf.
SCHEME OF AMALGAMATION
Pursuant to Sections 230-232 and other relevant provisions of the Act read with the Rules made thereunder, a Scheme of Amalgamation of Devyani Airport Services (Mumbai) Private Limited and Devyani Food Street Private Limited, wholly-owned subsidiaries (Transferor Companies) with the Company (Transferee Company) was filed before the Hon'ble NCLT, New Delhi on September 17, 2022. The First Motion Application was disposed of by the Hon'ble NCLT, New Delhi vide its order dated November 11, 2022. Subsequently, Second Motion Petition was filed before the Hon'ble NCLT, New Delhi on January 7, 2023. The Scheme is pending before the Hon'ble NCLT, New Delhi for its approval.
RELATED PARTY TRANSACTIONS
Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. The policy is available on the website of the Company i.e. https://www.dil-rjcorp.com/wp-content/ uploads/2021/06/Policy-on-Related-Party-Transactions. pdf.
During the year under review, your Company and/or its subsidiaries had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Related Party Transactions.
There were no material related party transactions entered by the Company during the Financial Year 2022-23, hence no detail is required to be provided in Form AOC-2 in terms of Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
Particulars of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.
DIRECTORS
Considering knowledge, acumen, expertise, experience (including the proficiency), skills and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 2, 2022 appointed Mr. Prashant Purker (DIN: 00082481) as an Additional Director (in the category of “Non-Executive Independent Director”) for a term of up to 5 (five) consecutive years w.e.f. May 2, 2022. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors in the said meeting also appointed Mr. Rahul Suresh Shinde (DIN: 07166035) as an Additional Director and Whole-time Director of the Company for a term of up to 5 (five) years w.e.f. May 2, 2022. Further, the appointments of Mr. Prashant Purker as an Independent Director and Mr. Rahul Suresh Shinde as a Whole-time Director were also approved by the Shareholders of the Company at their 31st Annual General Meeting held on June 28, 2022.
Further, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on November 3, 2022, re-appointed Mr. Virag Joshi (DIN: 01821240), as a Whole-time Director, designated as ‘President & Chief Executive Officer' of the Company, for a period of up to 3 (Three) years w.e.f. January 1, 2023 and his re-appointment was duly approved by the Shareholders of the Company at their Extra-ordinary General Meeting held on December 16, 2022.
Basis the recommendations of Nomination and Remuneration Committee and considering knowledge, acumen, expertise, experience (including the proficiency), skills, valuable contribution to the deliberations at the meetings of the
Board/ Committees, the Board of Directors at its meeting held on February 9, 2023, accorded its approval for the re-appointments of Dr. Ravi Gupta (DIN: 00023487) and Ms. Rashmi Dhariwal (DIN: 00337814) as Independent Directors of the Company to hold office for a second term of up to 5 (Five) consecutive years w.e.f. April 6, 2023, subject to approval of the shareholders of the Company. Your Company has received requisite notice in writing from the Members of the Company, proposing the candidatures of Dr. Ravi Gupta and Ms. Rashmi Dhariwal as Independent Directors of the Company.
The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on May 17, 2023, re-appointed Mr. Manish Dawar (DIN: 00319476) as a Whole-time Director of the Company, liable to retire by rotation, for a period of up to 3 (Three) years w.e.f. February 17, 2024, subject to approval of the shareholders of the Company.
In compliance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Ravi Jaipuria (DIN: 00003668) and Mr. Virag Joshi (DIN: 01821240), Directors, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The resolution(s) seeking members' approval for their re-appointment form part of the Notice of 32nd AGM. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends their re-appointment.
Brief resume and other details of the Director(s) seeking re-appointment at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are separately disclosed in the Notice of the 32nd AGM.
KEY MANAGERIAL PERSONNEL
The Board of Directors, on the recommendations of Nomination and Remuneration Committee, at its meeting held on May 17, 2023 appointed Mr. Pankaj Virmani (ACS-18823) as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. May 18, 2023 in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in place of Mr. Varun Kumar Prabhakar (ACS-30496), who has resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) w.e.f. close of business hours of May 17, 2023. He continues to work with the Company and discharge his responsibilities with respect to the legal function of the Company.
Mr. Virag Joshi, Whole-time Director (President & Chief Executive Officer) and Mr. Manish Dawar, Whole-time Director & Chief Financial Officer, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act.
CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/ COMMITTEE POSITIONS
Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and none of the Independent Directors served as an Independent Director in more than seven listed entities as on March 31, 2023. Further, no Whole-time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2023 have been made by the Directors and have been reported in the Corporate Governance Report and forms part of the Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors in their disclosures have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors confirm that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
A certificate from M/s. Sanjay Grover & Associates, Company Secretaries, that none of the Directors on the Board of the Company had been debarred or disqualified by SEBI, Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority from being appointed or continuing as Directors of companies, forms part of the Annual Report.
BOARD AND COMMITTEE MEETINGS
The number of meetings of the Board and Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and the SEBI Listing Regulations. The Board of Directors in its meeting held on May 17, 2023 has dissolved IPO Committee as the purpose and objectives of the said committee has been achieved.
BOARD EVALUATION
To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and Committees of the Board of Directors.
The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. The Board is responsible to monitor and review the evaluation framework.
Further, in compliance with Regulation 25(4) of the SEBI Listing Regulations, Independent Directors have also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole, at a separate meeting of Independent Directors.
REMUNERATION POLICY
Your Company has in place Remuneration Policy for Directors, Key Managerial Personnel (KMPs), Senior Management and other Employees of the Company in terms of the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of the SEBI Listing Regulations. The Policy is available on the website of the Company i.e. https://www.dil-rjcorp.com/wp-content/uploads/2021/08/Remuneration-Policy.pdf. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
The information required to be disclosed in the Board's Report pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure – A.
STATUTORY AUDITORS AND AUDITORS' REPORTS
During the year under review, O P Bagla & Co LLP, Chartered Accountants (Firm Registration Number 000018N/N500091) were appointed as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 31st AGM held on June 28, 2022 till the conclusion of 36th AGM of the Company to be held in the year 2027.
Earlier, Members at their 29th AGM held on September 24, 2020, had appointed Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number 001076N/N500013) as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 29th AGM till the conclusion of 34th AGM of the Company to be held in the year 2025.
The Auditors' Reports do not contain any qualification, reservation, adverse remarks or disclaimer.
COST AUDIT & COST RECORDS
In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance of Cost Records are not applicable on the Company for the Financial Year 2022-23.
SECRETARIAL AUDITORS
The Board of Directors on the recommendations of the Audit, Risk Management and Ethics Committee has appointed M/s. Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit of your Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is attached to this report as Annexure - B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company continues to follow a robust anti-sexual harassment policy on ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace' in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH') and Rules made thereunder. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at various workplaces in accordance with POSH. The Internal Complaint Committee constituted in compliance with POSH ensures a free and fair enquiry process with clear timelines for resolution.
All employees, including those of subsidiaries (permanent, contractual, temporary, trainees) are covered under this Policy.
At the end of the year under review, one complaint was received and Internal Complaint Committee is reviewing the same as per the Policy.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/ dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report.
The Vigil Mechanism Policy is available on Company's website at https://www.dil-rjcorp.com/wp-content/uploads/ 2022/03/Vigil-Mechanism-Policy-DIL.pdf.
RISK MANAGEMENT
Pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, shall constitute a Risk Management Committee. The Audit, Risk Management and Ethics Committee of the Board of Directors also performs the role of Risk Management Committee and inter-alia monitors and reviews the risk management plan and such other functions as assigned from time to time.
Your Company has a Risk Management Policy which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate Internal Financial Controls commensurate with the nature, size and complexities of operations. An extensive risk based programme of internal audit provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment as well as by the Statutory/ Internal Auditors during the course of their audits. The reports on Internal Financial Controls issued by Walker Chandiok & Co LLP, Chartered Accountants and O P Bagla
& Co LLP, Chartered Accountants, Joint Statutory Auditors of the Company are annexed to the Auditors' Report on the Financial Statements of the Company and do not contain any reportable weakness of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has a Corporate Social Responsibility (CSR) Policy which is uploaded on the website of the Company at https://www.dil-rjcorp.com/wp-content/uploads/2022/12/ Corporate-Social-Responsibility-Policy.pdf. In terms of Section 135 of the Act, a CSR Committee has been constituted. Your Company was not required to contribute any amount towards CSR for the Financial Year 2022-23 in terms of the provisions of Section 135 of the Act.
Annual Report on CSR activities for the Financial Year 2022-23 as required under Section 134 and 135 of the Act read with Rules made thereunder is attached to this report as
Annexure – C.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Directors confirm that:
(i) in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) 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 your Company as at March 31, 2023 and of the Profit of the Company for the period;
(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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) read with Rule 8 of the Companies (Accounts) Rules, 2014, are given at
Annexure – D.
OTHER INFORMATION
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report for the Financial Year 2022-23, as stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued by Securities and Exchange Board of India, forms part of the Annual Report.
CORPORATE GOVERNANCE REPORT
Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI Listing Regulations is attached to this report as Annexure - E. The certificate from M/s. Sanjay Grover & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance is also attached to the Corporate Governance Report.
LISTING
The Equity Shares of the Company are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) having nation-wide trading terminals. Annual listing fee for the Financial Year 2023-24 have been paid to NSE and BSE.
ANNUAL RETURN
The Annual Return of the Company in terms of Section 92(3) and 134(3)(a) of the Act is available on website of the Company at https://dil-rjcorp.com/corporate-governance/.
REPORTING OF FRAUD BY STATUTORY AUDITORS
During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.
SECRETARIAL STANDARDS
The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.
GENERAL
Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:
1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.
2. The Whole-time Directors of the Company did not receive any remuneration or commission from any of Company's subsidiaries.
3. Issue of Sweat Equity Shares.
4. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2022-23.
5. Details of difference between the amount of valuation at the time of one time settlement and valuation done while taking loan from banks or financial institutions are not applicable.
No material changes and commitments have occurred after the closure of the Financial Year 2022-23 till the date of this Report, which would affect the financial position of your Company.
AWARDS & RECOGNITIONS
Your Company and its Executives have received various awards and recognitions, details of the same are given in the Annual Report.
ACKNOWLEDGEMENTS
Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company's resources for sustainable and profitable growth.
Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities, Banks/ Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been critical for the Company's success. Your Directors look forward to their continued support in future.
For and on behalf of the Board of Directors
For Devyani International Limited