Dear Members,
Your Directors have pleasure in presenting the Twenty Third Annual
Report of Avenue Supermarts Limited ("the Company") together with the audited
financial statements of the Company for the financial year ended 31st March,
2023.
FINANCIAL PERFORMANCE
The Company's financial performance during the year ended 31st
March, 2023 compared to the previous financial year is summarised below: (` in crore)
Particulars |
Standalone |
Consolidated |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Income from operations |
41,833.25 |
30,352.50 |
42,839.56 |
30,976.27 |
Other Income |
163.09 |
140.87 |
129.34 |
117.49 |
Total Income |
41,996.34 |
30,493.37 |
42,968.90 |
31,093.76 |
Expenses |
38,765.18 |
28,311.64 |
39,908.81 |
29,029.64 |
Profit before tax |
3,231.16 |
2,181.73 |
3,060.09 |
2,064.12 |
Less : Tax Expense |
674.76 |
565.56 |
681.75 |
571.72 |
Profit after Tax |
2,556.40 |
1,616.17 |
2,378.34 |
1,492.40 |
Other comprehensive Income (net of taxes) |
(4.22) |
(3.20) |
(5.00) |
(5.03) |
Total Comprehensive income for the year |
2,552.18 |
1,612.97 |
2,373.34 |
1,487.37 |
The financial statements for the year ended 31st March, 2023
have been prepared as per the Indian Accounting Standards (Ind AS).
BUSINESS AND OPERATIONS
During the year under review, your Company expanded operations by
adding 40 new stores. The Company has presence across 10 states, 1 union territory and NCR
with a total of 324 stores as of 31st March, 2023. We remain focused on our
strategy of offering our customers good quality products at great value, based on the
Everyday Low Cost/Everyday Low Price (EDLC/EDLP) principle.
On standalone basis, the total income for FY 2023 was ` 41,996.34
crore, which is 37.72% more than the previous year's income of `30,493.37 crore. Our
total income on consolidated basis for FY 2023 was ` 42,968.90 crore as against `31,093.76
crore during FY 2022.
On standalone basis, the net profit after tax (PAT) for FY 2023 stood
at `2,556.40 crore as against previous year's net profit of `1,616.17 crore thereby
recording a growth of 58.18%. Our net profit after tax (PAT) on consolidated basis for FY
2023 amounted for `2,378.34 crore as compared to `1,492.40 crore in the previous year.
There was no change in nature of business of the Company, during the
year under review.
CREDIT RATING
Your Company has been rated by CRISIL Limited ("CRISIL") vide
its letter dated 16th February, 2022 for its bank facilities as follows:
Instruments |
Rating |
Bank Loan Facilities of `500 crore (Earlier |
CRISIL AA+/Stable |
Limit 585 crore) |
(Re-affirmed) |
Further, CRISIL Ratings Limited vide its letter dated 27th
April, 2023 has revised its Credit rating outlook as mentioned below:
Instruments |
Rating |
Bank Loan Facilities of `500 |
CRISIL AA+/Positive (Outlook |
crore |
revised from Stable' and Rating |
|
Reaffirmed) |
The Company was not identified as a "Large Corporate" for
financial year 2022-23 as per the criteria under SEBI Operational Circular No.
SEBI/HO/DDHS/P/CIR/2021/613 dated 10th August, 2021.
UTILISATION OF QUALIFIED INSTITUTION PLACEMENT (QIP) PROCEEDS
The proceeds of funds raised under Qualified Institutional Placement of
the Company are utilised as per Objects of the Issue. The disclosure in compliance with
the Regulation 32(7A) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is as under:
|
|
( ` in crore) |
Sr. No. Particulars |
Actual utilisation of QIP proceeds up to
31st March, 2023 |
Actual utilisation of QIP proceeds up to 31st
March, 2022 |
1. Capex payment |
1,515.00 |
1,422.00 |
2. Repayment of Non-convertible Debentures |
300.00 |
300.00 |
3. Repayment of WCDL/ Commercial Paper |
250.00 |
250.00 |
4. Repayment of Term Loan |
158.00 |
158.00 |
5. WC/General Corporate expenses (Excluding QIP expenses) |
820.00 |
713.00 |
Total |
3,043.00 |
2,843.00 |
Out of the total fund of `4,078 crore (net of QIP expenses) raised by
the Company under Qualified Institutional Placement, an amount of `1,035 crore is
unutilised as on 31st March, 2023.
CHANGES IN SHARE CAPITAL
Pursuant to exercise of stock options as per the Avenue Supermarts
Limited Employee Stock Option Scheme, 2016 by Employees of the Company and that of its
subsidiary companies, the Company allotted 489,287 equity shares of `10/- each at an
exercise price of ` 299/- per equity share on 28th March, 2023. Consequently,
the paid up share capital of the Company stands increased to `6,482,639,780/- divided into
648,263,978 equity shares of ` 10/- each upon allotment.
During FY 2022-23 there was no change in the authorised share capital
of the Company.
The Company has neither issued any shares with differential rights as
to dividend, voting or otherwise nor issued any sweat equity shares during the year under
review.
DIVIDEND
With a view to conserve resources for expansion of business, your
Directors have thought it prudent not to recommend any dividend for the financial year
under review.
DIVIDEND DISTRIBUTION POLICY
The Company has in place a Dividend Distribution Policy in accordance
with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same is available on the Company's website at https://www.dmartindia.com/investor-relationship
TRANSFER TO RESERVES
The Company has not transferred any amount of profit to the reserves
during the financial year under review.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the applicable provisions of the Companies Act, 2013
including the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of
Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013,
this Annual Report includes Consolidated Financial Statements for the financial year
2022-23.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES
The Company has 5 subsidiaries as on 31st March, 2023, The
details of which are appended hereunder:
ALIGN RETAIL TRADES PRIVATE LIMITED (ARTPL)
ARTPL, a wholly-owned subsidiary Company incorporated on 22nd
September, 2006, is engaged in the business of packing and selling of grocery products,
spices, dry fruits, etc. Its revenue from operations for FY 2023 stood at `2,211.29 crore
against `1,587.09 crore in the previous year and the Company posted net profit after tax
of `23.08 crore for FY 2023 against `17.15 crore for FY 2022.
AVENUE FOOD PLAZA PRIVATE LIMITED (AFPPL)
AFPPL was incorporated on 08th June, 2004 as a wholly-owned
subsidiary of our Company. It is engaged in the business of operating food outlets at
DMart stores. The revenue from operations of the Company for FY 2023 stood at `124.41
crore as against `43.34 crore for FY 2022. The Company reported loss after tax of `2.03
crore against profit after tax of `0.31 crore for previous year.
AVENUE E-COMMERCE LIMITED (AEL)
AEL, a subsidiary Company, incorporated on 11th November,
2014 is engaged in the business of online and multi-channel grocery retail under the brand
name of DMart Ready. AEL allows its customers to order a broad range of grocery and
household products through its mobile app and website www.dmart.in. Customers can either
self-pick up their online orders from any designated DMart Ready Pick-up Points or get
them delivered at their doorstep. At most of the Pick-up Points, it also offers a select
range of merchandise for instant purchase.
AEL completed 6 years of service in the e-commerce space in January
2023. During the Financial Year 2022-23, it expanded its service coverage to include 10
more cities - Chandigarh, Jaipur, Sanand, Anand, Belagavi, Chennai, Vishakhapatnam,
Bhilai, Raipur and Ghaziabad. Our current service footprint includes a total of 22 cities.
AEL also operates a small format grocery store under the brand name, DMart miniMAX.
Starting from two DMart miniMAX stores at the beginning of the Financial Year, AEL added
13 more miniMAX stores this year.
AEL's revenue from operations for FY 2023 stood at `2,202.03 crore
vis-?-vis ` 1,667.21 crore in the FY 2022. The Company registered a loss of `193.70 crore
in FY 2023 against the loss of `142.07 crore in FY 2022.
NAHAR SETH & JOGANI DEVELOPERS PRIVATE LIMITED (NSJDPL)
NSJDPL, subsidiary Company was incorporated on 21st
February, 2014, with main object of, amongst others, development of land and construction.
Revenue from operations of the Company for FY 2023 and FY 2022 was ` 0.75 crore and the
Company earned net profit after tax of `0.61 crore for FY 2023 against `0.55 crore for FY
2022.
REFLECT HEALTHCARE AND RETAIL PRIVATE LIMITED (RHRPL)
RHRPL, a wholly-owned subsidiary Company was incorporated on 28th
May, 2018 as Reflect Wholesale and Retail Private Limited. Registrar of Companies, Mumbai
had approved change in object clause of the RHRPL to operate in the healthcare business
and accordingly, name of the Company was changed from Reflect Wholesale and Retail Private
Limited to Reflect Healthcare and Retail Private Limited w.e.f. 15th September,
2022. Further during the year under review, the Company has commenced its operations by
launching first pharmacy outlet in the Mumbai Metropolitan Region. RHRPL's revenue
from operations for FY 2023 stood at `11,000/- and registered a loss of `0.14 crore in FY
2023.
The Company does not have any Joint Venture or Associate Company within
the meaning of Section 2(6) of the Companies Act, 2013.
Pursuant to the first proviso to Section 129(3) of the Companies Act,
2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, the salient features
of the financial statements and performance of each subsidiary in Form AOC-1 is disclosed
under Annexure-I and forms part of this Report.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
the financial statements of the Company, consolidated financial statements and separate
audited financial statements in respect of subsidiaries are available on the website of
the Company under web link https://www.dmartindia.com/investor-relationship. The same
shall also be sent to Members electronically who request for the same by sending e-mail to
Company at investorrelations@ dmartindia.com from their registered e-mail address.
The Company has formulated a Policy for determining material
subsidiaries. The said policy is available on the website of the Company at
https://www.dmartindia.com/investor-relationship.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on the Related Party Transactions
and the same is hosted on the Company's website at
https://www.dmartindia.com/investor-relationship
All the related party transactions are placed before the Audit
Committee for their review and approval. Prior Omnibus approval is obtained before the
commencement of the new financial year, for the transactions which are repetitive in
nature and also for the transactions which are not foreseen (subject to financial limit).
A statement of all related party transactions is presented before the Audit Committee on a
quarterly basis specifying the nature, value and terms & conditions of the
transactions. All transactions entered with related parties were in compliance with the
applicable provisions of the Companies Act, 2013 read with the relevant rules made
thereunder and the Listing Regulations.
All related party transactions entered into by the Company during the
financial year under review were in the ordinary course of business and on arm's
length basis and the same were in compliance with the applicable provisions of the
Companies Act, 2013 and the Listing Regulations except the transaction as disclosed in Annexure-II,
which forms part of this report in the prescribed format Form AOC-2 as specified under the
provisions of Section 134(3)(h) of the Companies Act, 2013 and Rule 8 of the
Companies(Accounts) Rules, 2014.
The transactions entered by the Company during the financial year under
review were in conformity with the Company's Policy on Related Party Transactions.
PARTICULARSOFLOANS,GUARANTEES,INVESTMENTS AND SECURITIES
Particulars of loans given, investments made, guarantees given and
securities provided during the year under review and as covered under the provisions of
Section 186 of the Companies Act, 2013 have been disclosed in the notes to the standalone
financial statements forming part of the Annual Report.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company comprises of seven Directors, of
which three are Executive Directors, one Non-executive Woman Director and three
Independent Directors (including Woman Independent Director). The constitution of the
Board of Directors of the Company is in accordance with Section 149 of the Companies Act,
2013 and Regulation 17 of the Listing Regulations, as amended from time to time.
Re-appointments:
The Board of Directors at its meeting held on 13th May, 2023
approved the following re-appointments, subject to approval of shareholders at the ensuing
Annual General Meeting:
1. Re-appointment of Mr. Ramakant Baheti as a Whole-time Director of
the Company for a period of five years commencing from 1st May, 2024;
2. Re-appointment of Mr. Elvin Machado as a Whole-time Director of the
Company for a period of three years commencing from 10th June, 2024.
Directors retiring by rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013
read with the relevant rules made thereunder, one-third of the Directors are liable to
retire by rotation every year and if eligible, offer themselves for re-appointment at the
AGM.
Mr. Ramakant Baheti (DIN: 00246480), Director being longest in the
office, is liable to retire by rotation at the ensuing Annual General Meeting of the
Company and he being eligible has offered himself for re-appointment. A resolution seeking
shareholders' approval for his re-appointment forms part of the AGM Notice.
Pursuant to Regulation 36 of the Listing Regulations read with
Secretarial Standard-2 on General Meetings, necessary details of Mr. Ramakant Baheti and
Mr. Elvin Machado, are provided as an Annexure to the Notice of the Annual General
Meeting.
Key Managerial Personnel
During the year under review, there was no change in Key Managerial
Personnel of the Company as prescribed under Section 203 of the Companies Act, 2013.
Declarations by Independent Directors
In accordance with Section 149(7) of the Companies Act, 2013, and
Regulation 25(8) of the Listing Regulations, as amended, each Independent Director of the
Company has provided a written declaration confirming that he/she meets the criteria of
independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations.
In the opinion of the Board, Independent Directors fulfill the
conditions specified in Companies Act, 2013 read with the Schedules and Rules issued
thereunder as well as Listing Regulations and are independent from Management.
All the Independent Directors of the Company have enrolled their names
in the online database of Independent Directors maintained with the Indian Institute of
Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment & Qualification of Directors) Rules, 2014.
Familiarisation Programmes
The Company has conducted Familiarisation programmes for the
Independent Directors of the Company covering the matters as specified in Regulation 25(7)
of the Listing Regulations .The details of the training and Familiarisation programmes
conducted by the Company are hosted on the Company's website under the web link
https://www.dmartindia.com/investor-relationship.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meetings
The Board of Directors met Six (6) times during the financial year
under review. The details of the Board meetings and attendance of each Director thereat
are provided in the Corporate Governance Report forming part of the Annual Report.
Audit Committee
The Company's Audit Committee composition is in line with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing
Regulations.
The composition of the Audit Committee is as under:
Sr. No. Name |
Category |
Designation |
1. Mr. Chandrashekhar Bhave |
Non-Executive and Independent Director |
Chairman |
2. Mr. Ramesh Damani |
Non-Executive and Independent Director |
Member |
3. Ms. Kalpana Unadkat |
Non-Executive and Independent Director |
Member |
4. Mrs. Manjri Chandak |
Non-Executive Director |
Member |
The Members of the Audit Committee are financially literate and have
requisite accounting and financial management expertise. The terms of reference of the
Audit Committee and the particulars of meetings held and attendance thereat are mentioned
in the Corporate Governance Report forming part of the Annual Report. During the year
under review, all the recommendations made by the Audit Committee were accepted by the
Board.
Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee is in
conformity with the provisions of the Section 178 of the Companies Act, 2013 and
Regulation 19 of the Listing Regulations.
The composition of the Nomination and Remuneration Committee is as
under:
Sr. No. Name |
Category |
Designation |
1. Mr. Chandrashekhar Bhave |
Non-Executive and Independent Director |
Chairman |
2. Mr. Ramesh Damani |
Non-Executive and Independent Director |
Member |
3. Mrs. Manjri Chandak |
Non-Executive Director |
Member |
The terms of reference of the Nomination and Remuneration Committee and
the particulars of meetings held and attendance thereat are mentioned in the Corporate
Governance Report forming part of the Annual Report.
The Company has formulated Nomination and Remuneration Policy, which
sets standards for appointment, remuneration and evaluation of the Directors, Key
Managerial Personnel, Senior Management Personnel and other employees of the Company.
The said policy inter-alia other matters includes the criteria for
determining qualifications, attributes, independence of Directors as required under
sub-section (3) of Section 178 of the Companies Act, 2013 and the Listing Regulations.
The Nomination and Remuneration Policy of the Company is hosted on the
Company's website under the web link https://www.dmartindia.com/investor-relationship
Stakeholders Relationship Committee
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of
the Listing Regulations, the Stakeholders' Relationship Committee was constituted by
the Board of Directors.
The composition of Stakeholders Relationship Committee is as under:
Sr. No. Name |
Category |
Designation |
1. Mrs. Manjri Chandak |
Non-Executive Director |
Chairperson |
2. Mr. Ramesh Damani |
Non-Executive and Independent Director |
Member |
3. Mr. Ramakant Baheti |
Executive Director |
Member |
The brief terms of reference of the Stakeholders' Relationship
Committee and particulars of meetings held and attendance thereat are mentioned in the
Corporate Governance Report forming part of the Annual Report.
Corporate Social Responsibility Committee
In accordance with the provisions of Section 135 of the Companies Act,
2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended
from time to time, the Board of Directors of the Company has constituted Corporate Social
Responsibility (CSR) Committee.
The brief outline of the Company's CSR initiatives undertaken
during the year under review is furnished in Annexure-III in the format as
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as
amended from time to time. The Company's CSR Policy is placed on the website of the
Company https://www.dmartindia.com/investor-relationship.
The composition of the CSR Committee is as under:
Sr. No. Name |
Category |
Designation |
1. Mr. Chandrashekhar Bhave |
Non-Executive and Independent Director |
Chairman |
2. Mr. Ramesh Damani |
Non-Executive and Independent Director |
Member |
3. Mrs. Manjri Chandak |
Non-Executive Director |
Member |
4. Mr. Ramakant Baheti |
Executive Director |
Member |
The brief terms of reference, particulars of meetings held and
attendance thereat are mentioned in the Corporate Governance Report forming part of the
Annual Report.
Risk Management Committee
Pursuant to Regulation 21 of the Listing Regulations, the Board
constituted Risk Management Committee to frame, implement and monitor risk management plan
of the Company. The Board has adopted the Risk Management Policy and framework to mitigate
foreseeable risks, avoid events, situations or circumstances, which may lead to negative
consequences on the Company's businesses. The major risks identified are
systematically approached through mitigating actions on continual basis. Risk evaluation
is an ongoing and continuous process within the Company and it is regularly updated to the
Board of the Company.
The Risk Management Committee has been entrusted with the
responsibility to assist the Board in overseeing and approving the Company's
enterprise wide risk management framework. A detailed analysis of the business risks and
opportunities is given under Management Discussion and Analysis Report.
The composition of the Risk Management Committee is as under:
Sr. No. Name |
Category |
Designation |
1. Mr. Ignatius Navil Noronha |
Executive Director |
Chairman |
2. Mr. Ramakant Baheti |
Executive Director |
Member |
3. Mrs. Manjri Chandak |
Non-Executive Director |
Member |
4. Ms. Kalpana Unadkat |
Non-Executive and Independent Director |
Member |
6. Mr. Vikram Bhatia |
Sr. VP Information Technology |
Member |
6. Mr. Narayanan Bhaskaran* |
Chief Operating Officer Retail |
Member |
7. Mr. Niladri Deb* |
Chief Financial Officer |
Member |
*The Risk Management Committee was re-constituted by the Board of
Directors of the Company at their meeting held on 9th July, 2022 by
inducting Mr. Narayanan Bhaskaran, Chief Operating Officer - Retail and Mr. Niladri Deb,
Chief Financial Officer of the Company as members of the Committee. Mr. Ashutosh
Dhar, Sr. VP Loss Prevention & Risk Management ceased to be a Member of the
Committee with effect from 9th July, 2022.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended 31st March,
2023; the Board of Directors hereby confirms that:
a) in the preparation of annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) such accounting policies have been selected and applied consistently
and the Directors made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 and of the profit of the Company for that year;
c) proper and sufficient care was taken 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;
d) the annual accounts of the Company have been prepared on a going
concern basis;
e) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Vigil Mechanism
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in
accordance with Regulation 22 of the Listing Regulations, the Company had adopted
Vigil Mechanism Policy' for Directors, Employees and other Stakeholders of the
Company to report concerns about unethical behaviour. The policy provides a mechanism,
which ensures adequate safeguards to Employees, Directors and other stakeholders from any
victimisation on raising concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements and reports, and so on. The
employees of the Company have the right/option to report their concern/grievance to the
Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. The Vigil Mechanism Policy is hosted on
the Company's website www. dmartindia.com
Annual Evaluation of Directors, Committees and Board
Pursuant to the provisions of the Companies Act, 2013 and as per the
Listing Regulations, the Board of Directors carried out annual performance evaluation of
its own performance, the directors individually as well as the working of its Committees.
The performance of the Board as a whole and of its Committees was
evaluated by the Board through structured questionnaire which covered various aspects such
as the composition and quality, meetings and procedures, contribution to Board processes,
effectiveness of the functions allocated, relationship with management, professional
development, adequacy, appropriateness and timeliness of information etc.
Taking into consideration the responses received from the Individual
Directors to the questionnaire, performance of the Board and its Committees was evaluated.
The Directors expressed their satisfaction with the evaluation process.
In terms of requirements of Schedule IV of the Companies Act, 2013, a
separate meeting of Independent Directors of the Company was held on Saturday, 14th
January, 2023 to review:
The performance of non-independent directors and the Board as a whole
and its Committees thereof;
The performance of the Chairperson of the Company, taking into
account the views of executive directors and non-executive directors;
To assess the quality, quantity and timeliness of the flow of
information between the Management and the Board.
Performance evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated.
PARTICULARS OF EMPLOYEES
The disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as
Annexure-IV.
In terms of Section 136(1) of the Act, details of employee remuneration
as required under provisions of Section 197 of the Companies Act, 2013 and rule 5(2) and
rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is available for inspection. Any member interested in obtaining a copy of the same
may write to Company at investorrelations@ dmartindia.com from their registered e-mail
address.
Employee Stock Options
The Members of the ESOP Committee vide circular resolution dated 14th
March, 2017 approved grant of 13,973,325 options under the ESOP Scheme 2016 to 4,747
eligible employees of the Company, irrespective of their grade, pursuant to the
eligibility criteria stipulated under the ESOP Scheme 2016.
The Employee Stock Option Scheme 2016 is being administered and
monitored by ESOP Committee of the Company. The scheme is in compliance with the SEBI
(Share-Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the year under review, 2,959,262 options (including the options
vested to deceased employees on the date of death) were vested and 489,287 equity shares
of `10/- each were allotted to eligible employees pursuant to exercise of options under
Employee Stock Option Scheme, 2016 of the Company. The eligible employees can continue to
exercise options vested to them till 13th June, 2023.
In terms of the provisions of the SEBI (Share-Based Employee Benefits
and Sweat Equity) Regulations, 2021, the details of the Stock Options granted under the
aforesaid ESOP Scheme are uploaded on the website of the Company https://www.dmartindia.
com/investor-relationship.
A certificate from Rathi and Associates, Secretarial Auditors of the
Company, has been obtained by the Company with respect to implementation of Employee Stock
Option Scheme, 2016 and the same shall be available for inspection by Members who request
for the same by sending e-mail to Company at investorrelations@ dmartindia.com from their
registered e-mail address.
Internal Financial Control Systems and their adequacy
The details of the internal financial control systems and their
adequacy are included in Management Discussions and Analysis Report, which forms part of
the Annual Report.
AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
Statutory Auditors
S R B C & Co LLP, Chartered Accountants (Firm Registration No.
324982E/E300003) were re-appointed as Statutory Auditors of the Company at the 22nd
AGM held on 17th August, 2022, to hold office till the conclusion of 27th
AGM of the Company.
The Auditors have issued an unmodified opinion on the Financial
Statements, both standalone and consolidated for the financial year ended 31st
March, 2023. The said Auditors' Report(s) for the financial year ended 31st
March, 2023 on the financial statements of the Company forms part of this Annual Report.
Observations of Statutory Auditors on Accounts for the year ended 31st
March, 2023
The Auditors Report for the financial year ended 31st March,
2023 does not contain any qualification, adverse remark or reservation and therefore, do
not call for any further explanation or comments from the Board under Section 134(3) of
the Companies Act, 2013.
The Auditors have not reported any matter to the Company required to be
disclosed under Section 143(12) of the Companies Act, 2013.
Secretarial Audit Report for the year ended 31st March, 2023
The Secretarial Audit Report, pursuant to the provisions of Section 204
read with Section 134(3) of the Companies Act, 2013, was obtained from M/s. Rathi and
Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2022-23.
The Secretarial Audit Report does not contain any qualifications, reservations or adverse
remarks.
The said Report is disclosed under Annexure-V and forms part to
this report.
Internal Audit and Control
The Company has robust internal audit system for assessment of audit
findings and its mitigation. The Internal Audit function covers all the stores,
distribution centres, inventory audit, stock takes, audit for project related accounts,
corporate accounts etc.
During the year under review Mr. Rohit Mundhra was re-appointed as an
Internal Auditor of the Company by the Board based on the recommendation of the Audit
Committee at its meeting held on 14th May, 2022.
The Internal Auditor of the Company directly reports to the Audit
Committee for functional matters. The Audit Committee reviews internal audit report and
internal control measures at its quarterly meetings. Company's internal controls are
commensurate with the size and operations of the business. Continuous internal monitoring
mechanism ensures timely identification and redressal of issues.
OTHER DISCLOSURES:
Other disclosures as per the provisions of Section 134 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:
Annual Return
In terms of Section 92(3) of the Companies Act, 2013 read with Section
134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on 31st
March, 2023 is available on the Company's website at
https://www.dmartindia.com/investor-relationship
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required to be furnished as per the provisions of
Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 with respect to conservation of energy, technology absorption, foreign
exchange earnings and outgo are disclosed under AnnexureVI which forms part
of this Report.
Report on Corporate Governance and Management Discussion and Analysis
A separate report on Corporate Governance is provided together with the
Certificate from the Practicing Company Secretaries confirming compliance of conditions of
Corporate Governance as stipulated under the Listing Regulations. Pursuant to the
provisions of Regulation 34 read with Schedule V of the Listing Regulations, a report on
Management Discussion & Analysis is attached separately, which forms part of this
Annual Report.
Business Responsibility and Sustainability Report (BRSR)
The Company has provided BRSR in lieu of Business Responsibility Report
and the same is in line with the SEBI requirement based on the National Voluntary
Guidelines on Social, Environmental and Economic Responsibilities of Business'
notified by Ministry of Corporate Affairs (MCA). Pursuant to the provisions of Regulation
34 of the Listing Regulations, the said report is attached separately, which forms part of
this Annual Report.
Secretarial Standards Compliance
During the year under review, the Company has complied with all the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at work
place in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. The Company has complied
with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details of complaints reported under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2022-23 are as
follows:
No. of complaints received during the year |
1 |
No. of complaints disposed off during the year |
1 |
No. of complaints pending as on 31.03.2023 |
0 |
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions for the same during the year
under review:
1. Deposits covered under Chapter V of the Companies Act, 2013;
2. Material changes and/or commitments that could affect the
Company's financial position, which have occurred between the end of the financial
year of the Company and the date of this report;
3. Significant or material orders passed by the Regulators or Courts or
Tribunals, impacting the going concern status and Company's operations in future;
4. Non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013
read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;
5. Receipt of any remuneration or commission from any of its subsidiary
companies by the Managing Director or the Whole-Time Directors of the Company;
6. Revision of the financial statements pertaining to previous
financial periods during the financial year under review;
7. Maintenance of cost records as per sub-section (1) of Section 148 of
the Companies Act, 2013;
8. Frauds reported as per Section 143(12) of the Companies Act, 2013;
9. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year and;
10. The details of difference between 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.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Board takes this opportunity to thank Company's employees at
all levels for their hard work and commitment. Your Board also places on record its
sincere appreciation for the continued support received from the customers, members,
suppliers, bankers, financial institutions and all other business partners/associates.
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For and on behalf of the Board of Directors of |
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Avenue Supermarts Limited |
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Ignatius Navil Noronha |
Ramakant Baheti |
Place: Thane |
Managing Director & CEO |
Whole-time Director & Group CFO |
Date: 13th May, 2023 |
DIN: 01787989 |
DIN: 00246480 |
Registered Office: |
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Anjaneya CHS Limited, Orchard Avenue, |
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Opp. Hiranandani Foundation School, |
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Powai, Mumbai 400 076 |
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CIN: L51900MH2000PLC126473 |
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Tel No.: 022-40496500 |
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E-mail ID: investorrelations@dmartindia.com |
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Website: www.dmartindia.com |
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