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Avanti Feeds Ltd.

BSE: 512573 Sector: Agri and agri inputs
NSE: AVANTIFEED ISIN Code: INE871C01020
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OPEN 2606.25
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VOLUME 23167
52-Week high 3000.00
52-Week low 441.00
P/E 31.69
Mkt Cap.(Rs cr) 11,566
Buy Price 2547.60
Buy Qty 247.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2606.25
CLOSE 2606.25
VOLUME 23167
52-Week high 3000.00
52-Week low 441.00
P/E 31.69
Mkt Cap.(Rs cr) 11,566
Buy Price 2547.60
Buy Qty 247.00
Sell Price 0.00
Sell Qty 0.00

Avanti Feeds Ltd. (AVANTIFEED) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 24th Annual Report together with theAudited Financial Statements of your Company and its subsidiaries for the year ended 31stMarch 2017.

1. Financial summary or highlights:

The summarized standalone and consolidated results of your Company and its subsidiariesare given in the table below: (Rs. in Lakhs)

Financial Year ended
Particulars Standalone Consolidated
31/03/2017 31/03/2016 31/03/2017 31/03/2016
Total Revenue 265419.02 201828.87 273266.04 201828.87
Profit/(loss) Before Interest
Depreciation & Tax (PBITD) 30753.25 24375.84 35158.31 25024.95
Finance Charges 233.32 182.74 271.23 183.94
Depreciation 1151.89 935.47 1368.95 1022.67
Provision for Income Tax (including for earlier years) 9834.58 7731.40 10843.43 7920.04
Net Profit/(Loss) After Tax 19533.46 15526.23 22674.70 15898.30
Profit/(Loss) brought forward from previous year 32973.27 22053.37 33456.69 22313.02
Profit/(Loss) carried to Balance Sheet 46680.47 32973.27 48174.04 33456.69

Summary of Operations & State of Company's affairs:

The Profit for the year under consideration i.e. 2016-17 before depreciation financecharges and tax is Rs.30753.25 lakhs as compared to a profit of Rs. 24375.84 lakhs inthe previous financial year. The Profit for the year after tax is Rs.19533.46 lakhs asagainst a Profit of Rs. 15526.23 lakhs during the previous financial year. Afterremaining stagnant during 2015-16 the industry bounced back in the year 2016-17 andreported a growth of 15-20% due to consistently favorable shrimp prices coupled withcopious rain fall in most of the shrimp culture areas. Your Company reported 341660 MTsales of shrimp feed during 2016-17 as compared to 252590 MT shrimp feed sales in theimmediate preceding financial year 2015-16 an increase of 35% in volume. For the 5thconsecutive year your Company posted higher growth than the industry which reflects yourCompany's un-compromising commitment to product quality and technical support to farmersmaking it farmer's first choice.

The shrimp processing and export sales during 2016-17 recorded export of 5155 MT asagainst 4377 MT in the previous year representing an increase of 18% in quantitativeterms. During the year 2015-16 your Company divested its Shrimp Processing & ExportDivision to its subsidiary Avanti Frozen Foods Private Limited (AFFPL) by way of slumpsale under Business Transfer Agreement. This was done in order to improve businessefficacy and to build global brand image for Shrimp Processing Business. The effectivedate of transfer of the Shrimp Processing & Export Division to AFFPL was 01.11.2015.However transfer of statutory licenses from AFL to AFFPL was received in June'16 andtransfer of name from USDOC was received on 22.11.2016. From 01.04.2016 to 30.06.2016 AFLoperated the Processing & Export business on behalf of AFFPL and from 01.07.2016 till22.11.2016 AFFPL did the processing and AFL exported as a merchant exporter. With effectfrom 23.11.2016 AFFPL is carrying on the processed shrimp operations in its own name.

The revenue and related expenditures for the period from 01.04.2016 to 22.11.2016 areincluded in Statement of Profit & Loss of AFL. However the profit from operation forthe period starting from 01.04.2016 to 22.11.2016 amounting to Rs. 1864.80 lakhs istransferred to AFFPL which is reflected in the standalone results of your Company as ExtraOrdinary Expense. A detailed statement of the operations of Shrimp Processing & ExportDivision for the 7 months period from 01.04.2016 to 22.11.2016 is given in Note No.31 offinancial statements.

The four windmills of your Company located in Karnataka State with a total capacity of3.2 MW have generated 31.44 lakh units as against 49.94 lakh units in the previous year.The power generated during the year was sold to Karnataka Power Transmission CorporationLimited under Power Purchase Agreement. During the high wind season between May'16 toOctober'16 two of the four wind mills did not operate due to technical fault andinordinate delay in rectifying the machines by O & M service provider. We have renewedO & M Agreement with Wind World India Limited with the understanding that O & Mcharges will be released to them in installments upon satisfactory maintenance of the windmills. No material changes and commitments have occurred after the close of the financialyear till the date of this Report.

During the year under review there is no change in nature of the business of theCompany. The affairs of the Company are conducted in accordance with the accepted businesspractices and within the purview of the applicable legislations.

Dividend:

Your Directors have recommended a dividend of Rs.9.00 per equity share of Rs.2/- eachfully paid up for the Financial Year 2016-17. The dividend if declared by the Members atthe 24th Annual General Meeting to be held on 12th August 2017 will be paid on or before31st August 2017.

Reserves:

The Company proposes to transfer Rs.2000 lakhs to the General Reserve out of theProfits available for appropriation.

Composition of the Board and details of Board meetings:

Sl No Name Designation
1 Sri A. Indra Kumar Chairman & Managing Director
2 Sri C. Ramachandra Rao Joint Managing Director Company Secretary & Chief Financial Officer
3 Sri N. Ram Prasad Director
4 Sri A.V. Achar Independent Director
5 Sri B.V. Kumar Independent Director
6 Sri M.S.P. Rao Independent Director
7 Sri K. Ramamohana Rao Independent Director
8 Sri N.V. D.S. Raju Independent Director
9 Smt. K. Kiranmayee Independent Woman Director
10 Sri Bunluesak Sorajjakit Director
11 Sri Wai Yat Paco Lee Director
12 Sri Shamsher Singh Rawat IAS (up to 26.052016) Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited represented as equity investor)
13 Sri B Sreedhar IAS (from 27.05.2016 to 19.09.2016) Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited represented as equity investor)
14 Sri Kartikeya Misra (from 20.09.2016) Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited represented as equity investor)

6.1 Number of Board Meetings:

During the year 2016-17 4(Four) Board meetings were held. The details are as under:

Sl.No. Date of Board Meeting No of Directors Attended
1 21.05.2016 9
2 12.08.2016 11
3 28.10.2016 9
4 27.01.2017 10

6.2 Committees of the Board:

The details of the Committees of the Board viz. Audit Committee Nomination andRemuneration Committee CSR Committee and Stakeholders Relationship Committee are reportedin the Report on Corporate Governance which forms part of the Board's Report.

6.3 Meeting of Independent Directors:

The details of the separate meeting of the Independent Directors held during the yearunder review reported in the Report on Corporate Governance which forms part of theBoard's Report.

6.4 Familiarization Programme for Independent Directors:

The details of the familiarization programme for the Independent Directors is reportedin the Report on

Corporate Governance which forms part of the Board's Report.

7 . Changes in Directors and Key Managerial Personnel:

During the year under review Andhra Pradesh Industrial Development Corporation Limitedhas withdrawn the nomination of Sri Shamsher Singh Rawat IAS and appointed Sri BSreedhar IAS on 27.05.2016 as Nominee Director and it withdrew nomination of Sri BSreedhar IAS and appointed Sri. Kartikeya Misra IAS on 20.09.2016 as a Director.

In terms of Article 105 and 106 of the Articles of Association of the Company Sri N.Ram Prasad and Mr. Wai Yat Paco Lee Directors retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment. The resolutions tothat effect are placed for consideration and approval by the members at the AGM to be heldon 12.08.2017.

8. Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of Annual Return is enclosed atAnnexure-1.

9. Directors' Responsibility Statement:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that: (a) in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; (b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the Profit and Loss of the Company forthat period; (c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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) thedirectors had laid down internal financial controls to be followed by the Company andthat 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 allapplicable laws and that such systems were adequate and operating effectively.

10. Internal financial controls:

The internal financial controls with reference to the Financial Statements for the yearended 31st March 2017 commensurate with the size and nature of business of the Company.

The measures implemented for internal financial controls include Multiple authoritylevels for approval of expenditures budgetary controls concurrent internal audit etc.

11. Declaration by Independent Directors:

Sri A.V. Achar Sri B.V. Kumar Sri M.S.P. Rao Sri K. Ramamohana Rao Sri N.V.D.S.Raju and Smt. K. Kiranmayee are Independent Directors on the Board of your Company. In theopinion of the Board and as confirmed by these Directors they fulfil the conditionsspecified in section 149(6) of the Act and the Rules made there under about their statusas Independent Directors of the Company.

12. Policy on Directors' appointments and Remuneration including Criteria fordetermining qualifications positive attributes etc. :

The details of Policy on Directors appointment and Remuneration (i.e. Nomination andRemuneration Policy) criteria for determining qualifications positive attributesindependence of directors are disseminated on the website of the Company i.e.www.avantifeeds.com Further the information about the elements of remuneration package ofindividual directors is provided in the extract of the Annual Return in Form MGT-9enclosed to Board's Report at Annexure -1.

13. Independent Auditors their Report and Notes to Financial Statements:

At the 21st Annual General Meeting of the Company held on 2nd August 2014 Karvy &Company Chartered Accountants Hyderabad have been appointed as Statutory Auditors of theCompany for a period of three years i.e. (2014-152015-16 and 2016-17). Their appointmentfor the years 2015-16 and 2016-17 was ratified by the members at the Annual Generalmeeting held on 08.08.2015 and 13.08.2016 respectively.

As per the provisions of Sec.139 of the Act no listed Company can not appoint orre-appoint an audit firm as auditor for more than two terms of five consecutive years. Inview of the above Karvy & Company can continue as auditors of the Company only up tothe conclusion of this Annual General Meeting having completed their term as per theprovisions of Sec.139 of the Act.

Tukaram & Company have consented to their appointment as Independent Auditors andhave confirmed that if appointed their appointment will be in accordance with Sec.139read with Sec.141 of the Act.

The Board of Directors recommended appointment of Tukaram & Company (ICAI FirmRegistration No.004436S) Hyderabad as Auditors of the Company for a period of 5 years tohold the office from the conclusion of 24th Annual General Meeting till the conclusion of29th Annual General Meeting to be held in the year 2022 (subject to ratification of theirappointment at every Annual General Meeting if so required under the Act).

14. Secretarial audit:

In terms of Section 204 of the Companies Act 2013 and the Rules made there under V.Bhaskara Rao & Co. Hyderabad Practicing Company Secretary has been appointed asSecretarial Auditor of the Company for the year 2016-17 on a remuneration ofRs.100000/- plus service tax as applicable and reimbursement of actual travel and out ofpocket expenses. The report of the Secretarial Auditors is annexed to this Report.

15. Internal audit:

In terms of Sec.138 of the Companies Act 2013 and the relevant Rules the Companyappointed Smt. Santhilatha Chartered Accountant an employee of the Company as InternalAuditor for the year 2016-17. The Internal Auditor directly reports to the AuditCommittee.

16. Explanations on qualifications made by the Auditors:

There were no qualifications reservations or adverse remarks or disclaimers made by(i) Statutory Auditors i.e. Karvy & Co. Chartered Accountants Hyderabad in theirreport and (ii) Secretarial Auditor V Bhaskara Rao & Co. Practicing CompanySecretaries Hyderabad in their Secretarial Audit Report.

17. Particulars of Loans Guarantees or Investments:

The details of the Loans Guarantees and Investments as on 31.03.2017 are as under :

a) Guarantees : Rs. 7590.00 lakhs
b) Investments : Rs. 11209.54 lakhs
Rs. 18799.54 lakhs

18. Particulars of contracts or arrangements with Related Parties:

The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 in Form No. AOC-2 pursuant to clause (h) of sub-section (3)of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 areprovided in Annexure -2 to this Report.

The Company formulated the Policy on dealing with Related Party Transactions. Thedetails of the policy may be seen at the Company's website : www.avantifeeds.com

19. Details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo:

(a) Conservation of Energy:

(i) The steps taken or impact on conservation of energy Gate control system introduced in all conveyor belts so that motors stop running during idle time. Atomization done at crumbling section so that machines stop during idle time.
Lights in all the manufacturing units changed to LED from CFL.
(ii) The steps taken by the Company for utilizing alternate sources of energy Company studying feasibility of installing solar panels on roof top of its factory godowns to harness solar power.
(iii) The capital investment on energy conservation equipments

(b) Technology absorption: Not applicable.

(c) Foreign Exchange Earnings and Outgo: During the year under review the totalForeign Exchange

out go was Rs. 9780.47 lakhs and Foreign Exchanged earned was Rs.23117.97 lakhs.

20. Risk Management Policy:

In terms of the requirement of Section 134(3)(n) of the Companies Act 2013 the Companyhas developed and implemented the Risk Management Policy. Audit Committee and the Boardreview the same periodically. The details of the Policy are available on Company'swebsite: www.avantifeeds.com.

22. Corporate Social Responsibility Committee:

Composition:

S.No. Name Designation Chairman/ Members
1 Sri A. Indra Kumar Chairman & Managing Director Chairman
2 Sri N. Ram Prasad Non-Executive Non-Independent Director Member
3 Sri A.V. Achar Independent Director Member
4 Sri B.V. Kumar Independent Director Member
5 Smt. K Kiranmayee Independent Director Member
6 Sri C. Ramachandra Rao Joint Managing Director Company Secretary & CFO Member & Compliance Officer

Terms of Reference:

The Committee is primarily responsible for formulating and recommending to the Board ofDirectors a Corporate Social Responsibility (CSR) Policy monitoring the same from time totime and recommended amount of expenditure to be incurred on the activities pertaining toCSR and monitoring CSR Policy.

CSR Policy

The Company's CSR Policy is disseminated at www.avantifeeds.com

During the year 2016-17 one meeting of the Corporate Social Responsibility Committeewas held on 25.06.2016 .

CSR Expenditure during the year 2016-17:

As per the Sec.135(5) of Companies Act 2013 an amount of 2 percent of the average NetProfits of the Company made during the three immediately preceding financial years towardsCSR activities which works out to Rs. 378.45 lakhs is to be spent towards CorporateSocial Responsibility Activities. The Company has spent Rs. 555.11 lakhs towards the CSRactivities in the financial year 2016-17 which is more than mandatory requirement byRs.176.66 lakhs. The detailed Report on the CSR Activities is annexed to Board's Report atAnnexure - 3.

23. Manner in which annual evaluation has been made by the Board of its own performanceand that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out evaluation of (i)its own performance (ii) the directors individually and (iii) working of its Committees.The manner in which the evaluation was carried out is reported in the Report on CorporateGovernance forming part of this Report.

24. Subsidiaries and Associate Companies:

24.1Report on the performance of Subsidiaries and associates:

The report on the business of the Subsidiaries and Associate companies as on 31.03.2017is as follows:

24.2Subsidiaries:

(a) Avanti Frozen Foods Foods Pvt. Ltd. (AFFPL)

During the year under review Avanti Frozen Foods Pvt. Limited (AFFPL) issued 4006667shares to Thai Union Group PCL (TUG) of Thailand. After allotment of shares to TUG yourcompany holds 60% of the equity in AFFPL and AFFPL is subsidiary of your Company.

During the year 2015-16 your Company divested its Shrimp Processing & ExportDivision to its subsidiary Avanti Frozen Foods Private Limited (AFFPL) by way of slumpsale under Business Transfer Agreement. This was done in order to improve businessefficacy and to build global brand image for Shrimp Processing Business. The effectivedate of transfer of the Shrimp Processing & Export Division to AFFPL was 01.11.2015.However transfer of statutory licenses from AFL to AFFPL was received in June'16 andtransfer of name from USDOC was received on 22.11.2016. From 01.04.2016 to 30.06.2016 AFLoperated the Processing & Export Business on behalf of AFFPL and from 01.07.2016 till22.11.2016 AFFPL did the processing and AFL exported as a merchant exporter. With effectfrom 23.11.2016 AFFPL is carrying on operations in its own name.

The revenue and related expenditures for the period from 01.04.2016 to 22.11.2016 areincluded in Statement of Profit & Loss of AFL. However the profit from operation forthe period starting from 01.04.2016 to 22.11.2016 amounting to Rs.1864.80 lakhs istransferred to AFFPL which is reflected in the standalone results of your Company as ExtraOrdinary Expense. A detailed statement of the operations of Shrimp Processing & ExportDivision for the 7 months period from 01.04.2016 to 22.11.2016 is given in Note No.31 offinancial statements.

During the year AFFPL reported turnover of Rs.23835.73 lakhs and profit before tax isRs.4299.10 lakhs. The Profit after tax reported by AFFPL is Rs.3290.24 lakhs for the year2016-17. Further AFFPL is in the final stage of implementation of a 15000 MTA capacityshrimp processing Plant at Yerravaram in East Godavari District of Andhra Pradesh. Theestimated capital expenditure is Rs.100 crores and the commercial production is scheduledto commence in May 2017.

(b) SVIMSAN Imports and Exports Private Limited : (Wholly owned subsidiary of theCompany)

No business activity.

The consolidated financial statements of the Company and its subsidiaries prepared inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Companies Act 2013 read with Rule7 of the Companies (Accounts) Rules 2014 and Companies (Amendment) Rules 2016 formpart of the Annual Report and are reflected in the Consolidated Financial Statements ofthe Company.

The Annual financial statements of the subsidiaries and related detailed informationwill be kept at the Registered Office and Corporate Office of the Company as also at theRegistered Offices of the respective subsidiaries and will be available to the investorsseeking information at any time.

The Company has adopted a Policy for determining Material subsidiaries in terms ofRegulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The Policy approved by the Board is availableon the website of the Company at www.avantifeeds.com

24.3Joint Ventures:

During the year under review there were no Joint Ventures.

24.4Associate Companies:

1. Srivathsa Power Projects Private Limited:

Srivathsa Power Projects Pvt Ltd is a 17.2 MW gas based independent power projectsituated in

Andhra Praesh in which Company holds 49.99% of equity shares. The unit was not inoperation from 06th July 2014 to 26th January 2016 as gas supply was stopped by GasAuthority of India Limited (GAIL) due to blast in their gas supply pipeline. Now the plantis operational. During the year 2016-17 the gas supply was drastically reduced by GAIL to31343 SCMD as against the nominated quota of 65000 SCMD. As a result the powergeneration was limited to 439.68 lakhs units as against capacity of 911.04 lakhs units.During the year 2016-17 the Company reported a turnover of Rs.1534.00 lakhs and a loss ofRs.113.54 lakhs after charging interest and depreciation as per un-audited financials.

2. Patikari Power Private Limited:

The Company holds 25.88% equity shares of Patikari Power Private Limited which has a 16MW

Hydel Power Project in Himachal Pradesh. During the year 2016-17 as per un-auditedfinancials the Company generated 424.40 lakhs saleable energy units yielding a grosssales income of Rs.954.99 lakhs and resulted in a net loss of Rs.236.77 lakhs aftercharging interest and depreciation.

Poor in flow of water is the major reason for low generation of power and consequentloss.

24.5Names of companies which have become or ceased to be subsidiaries joint venturesor

Associate companies:

During the year under review Avanti Frozen Foods Private Limited became a 60%subsidiary of the Company the details are indicated at Point No.24.2 of this Report.There were no other companies which have become or ceased to be Subsidiaries JointVentures or associate companies.

24.6Statement containing subsidiaries salient features of financial statements ofsubsidiaries:

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statements of Company's subsidiary and associatecompanies is enclosed at Annexure-4 of Board's Report.

25. Public Deposits:

The Company has not accepted any Public Deposit and as such no principal or interest orany claim is outstanding as on the date of the Balance Sheet.

25.1 Details of Deposits which are not in compliance with the requirements of Chapter Vof Companies Act 2013:

The Company has not accepted any deposits from the public and as such there were nodeposits which are not in compliance with the requirements of Chapter V of the CompaniesAct 2013.

26. Significant and material orders passed by the regulators:

None of the orders passed by Court or Tribunal has any impact on the going concernstatus of the Company or significant impact on Company's operations.

27. Internal Controls Systems and Adequacy:

The Company has in place an adequate system of internal controls. The details of theinternal controls system are given in the Management Discussion and Analysis Report whichforms of the Board's Report.

28. Management Discussion & Analysis:

Management Discussion and Analysis Report is annexed which forms part of this Report.

29. Business Responsibility Report:

The Business Responsibility Report is annexed which forms part of this Report.

30. Corporate Governance:

As a listed Company necessary measures are taken to comply with the SEBI (ListingObligations and Disclosure Requirements) Regulations. Report on the Corporate Governancetogether with a Certificate on compliance of Corporate Governance by Independent Auditorsforms part of this Report.

30.1Disclosures under Reg.34(3) and Schedule V of SEBI (LODR) Regulations 2015 :

Related Party Disclosure as per Schedule V of SEBI (LODR) Regulations2015 :

NAME NATURE & TENURE OF CONTRACT AMOUNT OUTSTANDING AT THE YEAR END 31.03.2017 MAXIMUM AMOUNT OF LOAN OUTSTANDING DURING THE YEAR 2016-17
Avanti Frozen Foods (P) Limited (AFFPL) Loan given to AFFPL a subsidiary of AFL for the purpose of implementing 15000 MTA capacity processing and export plant at Yerravaram East Godavari District of Andhra Pradesh. NIL Rs. 5885.99 Lakhs

There were no investments made by Loanee (Avanti Frozen Foods (P) Limited) in theshares of Company or in any other subsidiary of the Company.

31. Whistle Blower Policy:

The Company established Whistle Blower Policy for directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of theCompany's code of conduct or ethics policy. The practice of Whistle Blower Policy isoverseen 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: www.avantifeeds.com

32. Remuneration of Directors:

The details of the remuneration paid to Sri A. Indra Kumar Chairman and ManagingDirector and Sri C.

Ramachandra Rao Joint Managing Director Company Secretary & CFO are as under:

(Rs. In Lakhs)

Details Sri A Indra Kumar Sri C Ramachandra Rao
CMD JMD CS &CFO
Pay 215.88 124.80
Exgratia 26.99 15.60
Perks 2.38
Super Annuation 17.42 11.38
Commission on Profits 1281.84 961.38
Total : 1544.51 1113.16

33. Human Resources:

Your Company treats its human resources as one of its most important assets. YourCompany continuously invests in attracting retaining and development of talent on anongoing basis. Your Company's thrust is on the promotion of talent internally through jobrotation and job enlargement.

34. Particulars of Employees:

The statement containing particulars of employees as required under section 197(12) ofCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 indicating (i) the ratio of remuneration of eachdirector to the median employees remuneration and other details and (ii) statement showingthe details of employees who are in receipt of remuneration of Rs.120 Lakhs or more areenclosed forming part of Annexure-5.

35. Policy under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year ended 31.03.2017 the Company has not received any complaints pertainingto sexual harassment of employees.

Acknowledgments:

Your Directors take this opportunity to express their deep and sincere gratitude andappreciation for cooperation extended by the Governmental Agencies Shareholders and Banksfrom time to time. Your Directors also place on record their appreciation for thecontributions made by the employees through their dedication hard work and commitment.Your Directors also convey thanks and appreciation to the valued customers and dealers fortheir continued patronage.

By Order of the Board
for Avanti Feeds Limited
Place: Hyderabad A. INDRA KUMAR
Date : 13.05.2017 DIN: 00190168
Chairman & Managing Director