Dear Members,
Your Directors have pleasure in presenting the 30th Annual Report together
with the Audited Financial Statements (Standalone and Consolidated) of your Company for
the Financial Year ended 31st March, 2023.
1. Financial Summary
The summarized standalone and consolidated Financial Statements of your Company are
given in the table below:
(Rs in Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Revenue |
4,04,135.51 |
4,04,754.95 |
5,08,698.55 |
5,03,595.71 |
Profit / (Loss) Before Interest, Depreciation & Tax (PBITDA) |
33,057.49 |
28,652.72 |
47,139.82 |
36,669.59 |
Finance Charges |
74.40 |
114.97 |
202.13 |
200.95 |
Depreciation |
2302.19 |
2,110.01 |
4,259.45 |
4,079.32 |
Provision for Income Tax (including for earlier years) |
7,396.48 |
6,502.24 |
11,453.01 |
7,866.62 |
Net Profit / (Loss) After Tax |
23,284.42 |
19,925.50 |
31,225.23 |
24,522.70 |
Profit / (Loss) brought forward from previous year |
1,37,679.51 |
1,28,898.07 |
1,66,163.92 |
1,53,693.88 |
Profit / (Loss) carried to Balance Sheet |
1,49,921.56 |
1,37,679.51 |
1,83,080.22 |
1,66,163.93 |
2. Summary of Operations & State of Company's Affairs
Despite volatile global economic situation and severe challenges by Aquaculture
industry in India due to Global recession impacting Shrimp exports leading to fall in
demand which in turn reflected by Shrimp Culture area reduced in the Country. Moreover,
the Volatile farm gate prices of Shrimps and Climatic changes resulted in postponement of
commencing the culture and reduced area by the farms. Unfortunately, not much improvement
is seen till now in the current year.
The profit for the year under consideration i.e., Financial year 2022-23, before
depreciation, finance charges and tax is Rs33,057.49 Lakhs as compared to a profit of
Rs28,652.72 Lakhs in the previous financial year i.e., Financial year 2021-22. The profit
for the year after tax is Rs23,284.42 Lakhs as against a profit of Rs19,925.50 Lakhs
during the previous financial year.
Your Company reported 4,97,550 MTs sales of Shrimp Feed during Financial year 2022-23
as compared to 5,40,889 MTs Shrimp Feed sales in the immediately preceding Financial year
2021-22, a degrowth of 8% in volume.
The Four Windmills of your Company located in Karnataka State with a total capacity of
3.2 MWs have generated 47.95 Lakh units as against 48.09 Lakh units in the previous year.
The power generated during the year was sold to Karnataka Power Transmission Corporation
Limited (KPTCL) under the Power Purchase Agreement (PPA).
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 to which
the financial statements relate and the dates of this report.
During the year under review, there is no change in nature of the business of the
Company. The affairs of the Company are conducted in accordance with the accepted business
practices and within the purview of the applicable legislations.
Commercial Production of new Feed Plant at Bandapuram
During the period under review, commercial production has commenced with effect from 3rd
December, 2022 at new Feed Manufacturing plant situated at Bandapuram, Andhra Pradesh,
India, with an additional capacity of 1,75,000 MTs. The total production capacity (all
units) of the Company has been increased from 6,00,000 MTs to 7,75,000 MTs.
3. Share Capital
During the year under review, there was no change in the share capital of the Company.
Authorized Share Capital
The Authorized Share Capital of the Company as on 31st March, 2023 is
Rs15,85,00,000 (Rupees Fifteen Crores and Eighty Five Lakhs) divided into 15,85,00,000
equity shares having face value of Rs1/- each
Paid-up Equity Share Capital
The paid-up Equity Share Capital is Rs13,62,45,630 (Rupees Thirteen Crores Sixty Two
Lakhs Forty Five Thousand Six Hundred and Thirty) divided into 13,62,45,630 equity shares
having face value of Rs1/- each.
Pursuant to Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time, on 22nd July, 2021, the
Company had filed an application with BSE Limited and National Stock Exchange India
Limited for re-classification for six (6) Shareholders from "Promoter Group
Category" to "Public Category". The aforesaid application was approved by
BSE Limited and National Stock Exchange India Limited on 22nd August, 2022.
4. Reserves
During the year under review, an amount of Rs2,500 Lakhs were transferred to Reserves
out of the current year profits.
5. Dividend
Your Directors have recommend a dividend of Rs6.25 (Rupees Six and Twenty Five Paisa
only) per equity share of Rs1/- each fully paid for the Financial year 2022-23. The
dividend, if declared by the members at the ensuing 30th Annual General Meeting
will be paid within the time line as prescribed under the Companies Act, 2013 ("the
Act") subject to deduction of tax at source (TDS) as applicable.
The dividend, if approved, would result in a cash outflow of approximately Rs8,515.35
Lakhs resulting in a dividend payout of 42.74% of the standalone profits of the Company.
The dividend recommended is in accordance with the Dividend Distribution Policy of the
Company. The policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, ("Listing Regulations") is available on the
Company's website at https://avantifeeds.com/ policies/
6. Alteration of Articles of Association
During the year under review, your Company has not altered its Articles of Association.
7. Board of Directors
Composition of the Board
The Composition of the Board of Directors is in conformity with Regulation 17 of
Listing Regulations. The present strength of the Board of the Company is as follows:
S!; Name No. |
Designation |
1 Sri A. Indra Kumar |
Chairman & Managing Director |
2 Sri C. Ramachandra Rao |
Joint Managing Director, Company Secretary, Compliance Officer & Chief Financial
Officer |
3 Sri J. V. Ramudu |
Chairman of the Board & Independent Director |
4 Sri N. Ram Prasad |
Non-Executive Director |
5 Sri A. Venkata Sanjeev |
Executive Director |
6 Mr. Bunluesak Sorajjakit |
Non-Executive Director |
7 Mr. Peerasak Boonmechote |
Non-Executive Director |
8 Smt. K. Kiranmayee |
Independent Woman Director |
9 Sri N. V. D. S. Raju |
Independent Director |
10 Sri V. Narsi Reddy |
Independent Director |
11 Sri G. Sudarsan Babu |
Nominee Director (Nominee of Andhra Pradesh Industrial Development Corporation Limited
- represented as an equity investor) |
Number of Meetings of the Board
During the period, seven (7) meetings of the Board of Directors were held. The details
of the meetings held and attended by the Directors are given in the Report on Corporate
Governance which forms part of this Board's Report.
8. Committees of the Board
The details of the Committees of the Board viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and
Corporate Social Responsibility Committee, are given in the Report on Corporate Governance
which forms part of the Board's Report.
9. Familiarization Programme for Independent Directors
All Independent Directors are familiarised with the operations and functioning of the
Company at the time of appointment and on an on-going basis. The details of the training
and familiarisation programme are given in the Report on Corporate Governance which forms
part of the Board's Report and is available on the website of the Company at www.avantifeeds.com/investors.
10. Statement of Declaration given by Independent Directors
As required under Section 149 of the Act, the Independent Directors have submitted the
declaration affirming that they meet the Criteria of Independence as provided in Section
149(6) of the Act and Regulation 25 of Listing Regulations. In the opinion of the Board,
the Independent Directors of the Company possess necessary expertise, integrity and
experience.
11. Separate Meeting of Independent Directors
A separate meeting of Independent Directors was held on 7th April, 2023, to
review the performance of the Non-Independent Directors and the Board as a whole, to
review the performance of Chairperson of the Company and assess the quality, quantity and
timeliness of flow of information between the management and the Board that is necessary
for the Board to effectively and reasonably perform its duties. All the Independent
Directors were present at the meeting.
12. Changes in Directors and Key Managerial Personnel
During the year under review, Sri G. Sudarsan Babu was appointed as Nominee Director of
APIDC w.e.f. 11th February, 2023, in place of Sri R. Karikal Valaven, IAS.
Mr. Peerasak Boonmechote was appointed as an Additional Director in the category as
Non-Executive Director w.e.f. 20th February, 2023, in place of Mr. Wai Yat Paco
Lee.
The appointment of both the Non-Executive Directors were approved by the Shareholders
at the Extraordinary General Meeting held on 29th April, 2023.
Re-Appointment of Independent Director
Sri J. V. Ramudu, is completing his first term of Five (5) years as an Independent
Director and Chairman of the Board of the Company. Based on the recommendation of
Nomination & Remuneration Committee, the Board recommended the re-appointment of Sri
J. V. Ramudu as an Independent Director on the Board of the Company for a second term of
Five (5) consecutive years commencing from 10th November, 2023, up to 9th
November, 2028 (both days inclusive), subject to the approval of the Shareholders. The
appointment of Sri J. V. Ramudu is placed before the shareholders in this 30th
AGM for their approval.
Retirement of Directors
In terms of Article 80 and 87 of the Articles of Association of the Company, Sri A.
Venkata Sanjeev and Mr. Bunluesak Sorajjakit, Directors liable to retire by rotation at
the ensuing 30th Annual General Meeting ("AGM") and being eligible,
offer themselves for re-appointment. The Nomination & Remuneration Committee and Board
recommended their re-appointment for approval of the Shareholders at the ensuing 30th
AGM.
Key Managerial Personnel ("KMP")
Sri A. Indra Kumar, Chairman and Managing Director, Sri C. Ramachandra Rao, Joint
Managing Director, Company Secretary, Compliance Officer and Chief Financial Officer, and
Sri A. Venkata Sanjeev, Executive Director are the KMPs of the Company. During the year,
there was no change in the KMPs of the Company.
Apart from aforesaid, there were no other changes in Directors and Key Managerial
Personnel of the Company. The details of Directors, Key Managerial Personnel and
composition of various Committees and changes of the Board are given in the Report on
Corporate Governance which forms part of the Board's Report.
13. Nomination and Remuneration Policy
The Company's policy on Directors' Appointment and Remuneration and other matters as
provided in Section 178(3) of the Act are given in the Report on Corporate Governance
which forms part of the Board's Report and is also available on the website of the Company
at https://avantifeeds.com/ policies.
14. Transfer of Unpaid / Unclaimed Dividend to IEPF
Pursuant to the provisions of Section 124(5) of the Act, as amended, read with Investor
Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014,
dividend which remain unpaid or unclaimed for a period of Seven (7) consecutive years
shall be transferred by the Company to the Investor Education and Protection Fund of the
Central Government.
Shareholders who have not encashed their dividend warrant(s) within Seven (7) years
from the date of the declaration of dividend, are requested to make their claim(s)
immediately to the Registrar & Transfer Agent i.e., KFin Technologies Limited
(Formerly KFin Technologies Private Limited), Hyderabad or to the Company at its Corporate
Office at Hyderabad, Telangana State, India. The unclaimed dividend for the financial year
2015-16 will be transferred to IEPF within the time lines as prescribed under the
provisions of the Act.
Your Company has disclosed the statement containing the names, last known addresses of
those shareholders whose dividend is unpaid, on the website of the Company at https://avantifeeds.com/
corporate-announcement/#Unclaimed-Dividend
The following table provides the details of years for which unclaimed dividend(s) and
their corresponding shares would become eligible to be transferred to the IEPF on the
dates mentioned below:
Sl. No. Year |
Date of Declaration |
Dividend per Share (?) |
Face Value of Equity share (?) |
Due Date for Transfer |
Amount of Unpaid Dividend as on 31.03.2023 (in ') |
1 2015-16 |
13.08.2016 |
7.00 |
2.00 |
17.09.2023 |
25,77,939 |
2 2016-17 |
12.08.2017 |
9.00 |
2.00 |
15.09.2024 |
31,52,871 |
3 2017-18 |
07.08.2018 |
6.00 |
1.00 |
10.09.2025 |
50,73,924 |
4 2018-19 |
09.08.2019 |
4.00 |
1.00 |
12.09.2026 |
22,97,032 |
5 2019-20* |
24.02.2020 |
5.00 |
1.00 |
30.03.2027 |
30,22,635 |
6 2019-20 |
29.08.2020 |
0.10 |
1.00 |
02.10.2028 |
1,25,311 |
7 2020-21 |
14.08.2021 |
6.25 |
1.00 |
17.09.2028 |
16,83,540 |
8 2021-22 |
12.08.2022 |
6.25 |
1.00 |
15.09.2029 |
20,52,341 |
interim Dividend.
Sri C. Ramachandra Rao, Joint Managing Director, Company Secretary, Compliance Officer
& CFO is the Nodal Officer for the purpose of IEPF Rules.
15. Transfer of Shares to IEPF
As per Section 124(6) of the Act, all shares in respect of which dividend has not been
paid or claimed for seven (7) consecutive years or more shall be transferred by the
Company to Investor Education and Protection Fund (IEPF) of the Central Government. During
the year under review, 45,000 equity shares of '1/- each were transferred to IEPF which
pertains to unclaimed dividend for Financial year 2014-15.
16. Annual Return
Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time
to time, the Annual Return of the Company as on 31st March, 2023 in e-form
MGT-7, is available on the Company's website and can be accessed at www.avantifeeds.com/downloads/.
17. Loans, Guarantees or Investments
Pursuant to provisions of Section 186 of the Act, read with Companies (Meetings of
Board and its Powers) Rules, 2014, the particulars of loans given, guarantees provided and
investments made by the Company during the Financial year 2022-23 are disclosed in the
notes to Financial Statements which forms part of this report.
18. Particulars of Contracts or arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the Financial
year 2022-23 with related parties were in its ordinary course of business and are on an
arm's length basis. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
However, the details of all the related party transactions are disclosed in the notes
to the Financial Statements.
The Company formulated a Policy on dealing with Related Party Transactions. The policy
is available on the Company's website and can be accessed at: https://avantifeeds.com/policies.
19. Evaluation of Performance of Board, Committees and Directors
Performance evaluation of the Board as a whole, the committees and all individual
directors including Independent Directors has been carried out for the Financial year
under review in accordance with the criteria framed pursuant to the provisions of the
Companies Act, 2013, Listing Regulations and Guidance notes issued by SEBI. The manner in
which the evaluation was carried out is given in the Report on Corporate Governance which
forms part of the Board's Report.
20. Corporate Social Responsibility (CSR)
As per Section 135(5) of the Act, the Company shall ensure that an amount of 2% of the
average Net Profits of the Company made during the three immediately preceding financial
years shall be spent towards Corporate Social Responsibility activities. For the Financial
year 2022-23, the amount to be spent towards CSR activities works out to Rs621.38 Lakhs.
The Company has spent Rs448.51 Lakhs towards the CSR activities in the Financial Year
2022-23 and Rs172.86 Lakhs has been set aside for Construction & Establishment of
Healthcare Centre at Kovvur, West Godavari Dist., Andhra Pradesh, India.
The Annual Report on CSR activities in terms of the requirements of Companies
(Corporate Social Responsibility Policy) Rules, 2014 is enclosed at Annexure-1.
which forms part of this Board's Report.
21. Corporate Governance
Report on the Corporate Governance together with a Certificate from Independent
auditors on compliance with conditions of Corporate Governance as stipulated under Listing
Regulations forms part of this Board's Report.
22. Risk Management Policy
In terms of the requirement of Section 134(3)(n) of the Act, the Company has developed
and implemented the Risk Management Policy. The Company has constituted a Risk Management
Committee which frames, implements and monitors Risk Management Plan and lays down
procedures periodically to inform the Board on the risk assessment and risk minimization
procedures much before it was introduced as a Statutory Compliance.
The Risk Management Committee is in compliance with the provisions of Regulation 21 of
Listing Regulations. The Company has adopted a structured Risk Management Policy in
accordance with the provisions of the Act and Regulation 21 of Listing Regulations.
The Risk Management Committee has an additional oversight in the area of risk
management. Any major risks identified by the business and functions are systematically
addressed through mitigating actions on a continuing basis.
The Board oversees Company's processes for determining risk tolerance and review
management's action and comparison of overall risk tolerance to established levels. The
framework is designed to enable risks to be identified, assessed and mitigated
appropriately. Any major risks identified by the businesses and functions are
systematically addressed through appropriate actions on a continuous basis.
23. Whistle Blower Policy-Vigil Mechanism
The Company has established a Whistle Blower Policy for its Directors and Employees to
report their concerns about any unethical behavior, actual or suspected fraud or violation
of the Company's code of conduct or ethics policy and Code of Conduct to regulate, monitor
and report trading by Insiders. The practice of Whistle Blower Policy is overseen by the
Audit Committee and no employee has been denied access to the Committee. The Whistle
Blower Policy is available at the Company's website at https://avantifeeds.com/policies/.
24. Maintenance of Cost Records
The Company has maintained the Cost records as required to be maintained under Section
148(1) of the Act.
25. Subsidiaries, Joint Ventures and Associate Companies
25.1 Subsidiaries
1. Avanti Frozen Foods Private Limited ("AFFPL"):
During the year, AFFPL has reported a turnover of Rs1,04,748.41 Lakhs and the profit
before tax is Rs12,451.51 Lakhs. The Profit after tax reported by AFFPL is Rs8,395.85
Lakhs for the Financial year 2022-23.
The Secretarial Audit report of AFFPL as required under regulation 24A of the Listing
Regulations, is provided as a separate annexure forming part of this Board's Report.
Further, the annual report is being sent to the members excluding the aforesaid annexure.
The same is available for inspection and any member interested in obtaining a copy of the
same may write to the company at investors@avantifeeds.com.
2. Avanti Frozen Foods INC. - Closing down of Step down subsidiary:
Avanti Frozen Foods Inc., in U.S.A a step down subsidiary incorporated in the State of
Delaware on 22nd April, 2019, as a C- Corporation Registered in Delaware State,
U.S.A.
The object of incorporating US entity was to expand the U.S business of the Company.
However, due to impact of COVID-19, followed by recession in the U.S, setting up of U.S
entity is considered non-encouraging by the Board and decided to dissolve the U.S
subsidiary. Accordingly, the AFFI was dissolved on 27th March, 2023.
3. Srivathsa Power Projects Private Limited ("SPPPL"):
SPPPL is a 17.02 MW gas based independent power project situated in Andhra Pradesh,
India.
During the Financial year 2022-23, Plant was operated and generated power only for a
period of 33 days and the gas supplied by GAIL was only 20,036 SCMD as against the firm
allocation of 65,000 SCMD stated to be due to non-availability of APM-Gas. As a result,
the power generation was limited to 236.72 Lakhs units as against generation capacity of
1,100.00 Lakhs units. During the year 2022-23 Plant operated for 33 days, the Company
reported a turnover of Rs265.52 Lakhs and a loss of Rs309.80 Lakhs after charging interest
and depreciation, as per audited financials.
During the year, the Company had purchased 1,66,98,545 equity shares of Rs10/- each
fully paid up of SPPPL, held by Asian Infrastructure Pte Ltd., ("AIPL"), at the
rate of Rs2.30/- per equity share representing 50.00 % of the share capital of SPPPL and
executed Share Sale and Purchase Agreement. In addition to that Company have purchased
4,915 equity shares of Rs10/- each fully paid from other individual shareholders of SPPPL
representing 0.01%. On completion of the above acquisition, the shareholding of the
Company in SPPPL has increased from 49.99 % to 100% and the SPPPL became Wholly Owned
Subsidiary Company.
25.2 The consolidated financial statements of the Company and its subsidiaries were
prepared in accordance with the accounting principles as generally accepted in India,
including the Accounting Standards as specified under Section 133 of the Act, read with
relevant Rules, form part of the Annual Report and are reflected in the Consolidated
Financial Statements of the Company.
25.3 The Annual financial statements of the subsidiaries and related detailed
information will be kept at the Registered Office and Corporate Office of the Company and
also at the Registered Offices of the respective subsidiaries and also available on the
website of the Company at https://avantifeeds.com/financial-reporting.
25.4 The Company has adopted a Policy for determining Material subsidiaries in terms of
Regulation 16(1)(c) of Listing Regulations. The Policy approved by the Board is available
on the website of the Company at https://avantifeeds.com/policies/.
25.5 Joint Ventures
Your Company has no Joint Venture.
25.6 Associate Companies
Patikari Power Private Limited ("PPPL"):
The Company holds 25.88% equity shares in PPPL which has a 16 MW Hydel Power Project in
Himachal Pradesh, India. During the Financial year 2022-23 as per audited financials the
Company generated 50.50 Million saleable energy units, yielding a gross sales income of
Rs1,136.35 Lakhs which resulted in a net profit of Rs469.29 Lakhs after charging interest,
depreciation and tax. For the FY 2022-23, the Company has declared a dividend of Rs1.10
per equity share including Final dividend of Rs0.35 per equity share with the approval of
the shareholders and an Interim dividend of Rs0.75 per equity share with the approval of
Board of Directors of the Company.
25.7 Names of companies which have become or ceased to be, its Subsidiaries, joint
ventures or Associate companies:
During the year, the Company had purchased 1,66,98,545 equity shares of Rs10/- each
fully paid up of SPPPL representing 50%, in addition to the existing stake of 50%. Thus,
SPPPL has become a Wholly Owned Subsidiary Company.
25.8 Statement containing salient features of financial statements of subsidiaries and
associates.
Pursuant to Section 129(3) of the Act, the statement containing the salient features of
the financial statements of Company's subsidiary and associate companies is enclosed at Annexure-2
of Board's Report.
26. Management Discussion & Analysis
A Report on Management Discussion & Analysis (MDA) which forms part of the Board's
Report as per the requirements of Regulation 34 of Listing Regulations is enclosed at Annexure-3.
27. Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report (BRSR) of your Company for the
Financial year 2022-23, which forms part of this Board's Report as required under
regulation 34(2)(f) of listing regulations is enclosed at Annexure-4.
28. Listing at Stock Exchanges
The equity shares of your Company continue to be listed and traded on the BSE Limited
and National Stock Exchange of India Limited. The Annual Listing fee for the Financial
year 2023-24 has been paid to both the Stock Exchanges.
29. Internal Controls Systems and Adequacy
The Company has in place an adequate system of internal controls. The details of the
internal controls System are given in the MDA Report which forms part of the Board's
Report.
The internal financial controls with reference to the Financial Statements for the
Financial year ended 31st March, 2023 commensurate with the size and nature of
business of the Company.
The measures implemented for internal financial controls include multiple authority
levels for approval of expenditures, budgetary controls and internal audit etc.
30. Audit and Auditors
Internal auditor
In terms of Section 138 of the Act, and the relevant Rules, during the financial year,
the Company re-appointed M/s. Manohar Chowdhry & Associates, Chartered Accountants as
Independent Internal Auditors of the Company for a further period of three years. The
Internal Auditor directly reports to the Audit Committee.
Independent Auditors, their Report and Notes to Financial Statements
M/s. Tukaram & Co. LLP, Chartered Accountants (Firm Registration No.
004436S/S200135) were re-appointed as Statutory Auditors of the Company at the 29th
AGM held on 12th August, 2022, to hold office till the conclusion of the 34th
AGM.
The report of the Independent Auditors along with notes and Schedules are annexed to
this Board's Report.
There were no qualifications, reservations or adverse remarks or disclaimers made by
Independent Auditors i.e. Tukaram & Co., LLP, Chartered Accountants, Hyderabad, in
their report.
Secretarial audit
In terms of Section 204 of the Act, and the Rules made thereunder, M/s. V. Bhaskara Rao
& Co., Hyderabad, Practicing Company Secretaries have been appointed as the
Secretarial Auditors of the Company for the Financial year 2022-23. The report of the
Secretarial Auditor is annexed to this Report. There were no qualifications, reservations
or adverse remarks or disclaimers made by the Secretarial Auditors.
Compliance with Secretarial Standards
The Company complies with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI).
Annual Secretarial Compliance Report
The Annual Secretarial Compliance Report for the Financial year ended 31st
March, 2023, on compliance of all applicable SEBI Regulations and circulars / guidelines,
issued by M/s. V. Bhaskara Rao & Co., Company Secretaries, was submitted to BSE
Limited and National Stock Exchange of India Limited.
31. Director's Responsibility Statement
Pursuant to the requirement Section 134(3)(c) of the Act, your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the Profit of the Company for that period;
c) the directors had 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) 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; and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
32. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo
a) Conservation of Energy
The steps taken or impact on conservation of energy |
We have decided to promote energy conservation by exclusively utilizing LED lighting
and phasing out traditional lighting methods. In addition, We installed a 15 KW roof top
Grid power plant as an expansion to the existing 70 KW solar power plant. |
ii The steps taken by the Company for utilizing alternate sources of energy |
We are implementing VFDs (Variable Frequency Drives) for our bucket elevators to
reduce energy consumption during idle periods. |
iii The capital investment on energy conservation Equipment's |
Grid Power Plant Rs7.50 Lakhs, Solar Pannel Rs8.00 Lakhs |
b) Technology absorption: Not applicable.
c) Foreign Exchange Earnings and Outgo:
During the year under review, the details of Foreign Exchange Earnings and outgo are as
under: Inflow - Rs668.86 Lakhs Outflow - Rs22,039.12 Lakhs
33. Public Deposits
During the period, the Company has not accepted any deposit(s) within the meaning of
Section 73 & 74 of the Act, read the Companies (Acceptance of Deposits) Rules, 2014.
34. Significant and Material Orders Passed by the Regulators
During the period under review, there have been no significant and material orders
passed by the Regulators, Courts, or Tribunals which would impact the going concern of the
Company.
35. Particulars of Employees
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report. Disclosures relating to remuneration
and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this Report. Having regard to the provisions of the second proviso to Section 136(1) of
the Act, the Annual Report excluding the aforesaid information is being sent to the
members of the Company. Any member interested in obtaining such information may write to
the Company at investors@avantifeeds.com.
36. Disclosure as for 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 employees (permanent, contractual,
temporary, trainees) are covered under this policy.
During the Financial year ended 31st March, 2023, the Company has not
received any complaints pertaining to Sexual harassment of Women at the 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.
37. General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
Issue of equity shares with differential rights as to dividend, voting or
otherwise.
Issue of shares (including sweat equity shares) to employees of the Company
under any scheme save and except Employees' Stock Options Schemes referred to in this
Report.
the Whole-time Directors of the Company receive any remuneration or commission
from any of its subsidiaries.
No instances of frauds reported by Auditors under Section 143(12) of the Act.
There are no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of one time settlement with any Bank or Financial
Institution.
Acknowledgements
Your Directors take this opportunity to express their deep and sincere gratitude and
appreciation for cooperation extended by the Governmental Agencies, Shareholders and Banks
from time to time. Your Directors also place on record their appreciation for the
contributions made by the employees through their dedication, hard work and commitment.
Your Directors also convey thanks and appreciation to the valued customers and dealers for
their continued patronage.
|
For and on behalf of the Board |
|
AVANTI FEEDS LIMITED |
|
A. Indra Kumar |
Place: Hyderabad |
Chairman & Managing Director |
Date: 24th May, 2023 |
DIN:00190168 |
|