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Avanti Feeds Ltd.

BSE: 512573 Sector: Agri and agri inputs
NSE: AVANTIFEED ISIN Code: INE871C01038
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VOLUME 1
52-Week high 675.00
52-Week low 384.90
P/E 29.86
Mkt Cap.(Rs cr) 5,946
Buy Price 420.00
Buy Qty 2.00
Sell Price 436.60
Sell Qty 9.00
OPEN 436.60
CLOSE 416.10
VOLUME 1
52-Week high 675.00
52-Week low 384.90
P/E 29.86
Mkt Cap.(Rs cr) 5,946
Buy Price 420.00
Buy Qty 2.00
Sell Price 436.60
Sell Qty 9.00

Avanti Feeds Ltd. (AVANTIFEED) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 28th AnnualReport together with the Audited Financial Statements of your Company and its subsidiaryfor the year ended 31st March 2021.

1. Financial Summary or Highlights

The summarized standalone and consolidated financial results of yourCompany and its subsidiary are given in the table below:

(Rs. in Lakhs)
Financial Year ended
Particulars Standalone Consolidated
31st March 2021 31st March 2020 31st March 2021 31st March 2020
Total Revenue 324250.80 316257.16 410056.19 411529.15
Profit / (Loss) Before Interest Depreciation & Tax (PBITDA) 42601.03 39857.28 55227.60 52455.49
Finance Charges 49.13 121.23 168.40 198.79
Depreciation 2132.60 2098.56 4092.69 3770.67
Provision for Income Tax (including for earlier years) 9882.21 9039.82 11229.40 9857.44
Net Profit / (Loss) After Tax 30537.09 28597.67 39737.11 38628.59
Profit / (Loss) brought forward from previous year 101028.47 89800.25 121440.48 104107.24
Profit / (Loss) carried to Balance Sheet 128898.07 101028.47 153693.88 121440.48

2. Summary of Operations & State of Company's Affairs

Your directors are pleased to report that in spite of severe impact onCountry's economy and almost all the industries with de-growth to a great extent yourCompany has been able to with stand the impact and registered performance at the samelevel of FY'20.

The profit for the year under consideration i.e. FY 2020-21 beforedepreciation finance charges and tax is '42601.83 Lakh as compared to a profit of'39857.28 Lakh in the previous financial year. The profit for the year after tax is'30537.09 Lakh as against a profit of '28597.67 Lakh during the previous financial year.

Your Company reported 473449 MT sales of shrimp feed during 2020-21as compared to 484669 MT shrimp feed sales in the immediately preceding financial year2019-20 a marginal decrease of 2% in volume.

The Four Windmills of your Company located in Karnataka State with atotal capacity of 3.2 MW have generated 44.73 Lakh units as against 48.09 Lakh units inthe previous year. The power generated during the year was sold to Karnataka PowerTransmission Corporation Limited under the Power Purchase Agreement.

During the year under review the Company started commercial productionof its Hatchery division.

There have been no material changes and commitments which affect thefinancial position of the Company which have occurred between the end of the financialyear to which the financial statements relate and the dates of this report.

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

3. Impact of COVID-19 on the Business

a. Feed Business:

The feed business of your Company underwent severe stress due toCOVID-19 impact particularly during the first half of 2020. As the intensity of spreadingof Corona virus started during March '20 in India the main season of Aquaculture wenttotally haywire disturbing the shrimp culture activities in the Country. Due to lockdownand lack of transportation facilities the Hatcheries could not start in time to provideshrimp seed / larvae feed production also reduced in the Country due to delay incommencement of shrimp culture. As a result the main season of shrimp culture whichcontributes as much as 60% of shrimp production underwent significant reduction.

However in the second half the Shrimp culture picked up and the salesalso improved. As a result your Company could maintain almost the same level ofperformance in FY'21 as FY'20. Though the feed consumption in India during the yeardeclined by 15% your Company could manage to restrict it to 2%.

b. Shrimp Processing

As a consequential impact the shrimp production and processing alsodeclined. There was all round scepticism on future of shrimp culture and exports as thefarm gate prices declined and the exports market also show de-growth due to closure ofrestaurant and food services in most of the Countries.

4. Survey & Search by Income Tax Department

The Investigation wing of the Income Tax Department Hyderabadconducted search / survey on the premises of the Company and its subsidiary Avanti FrozenFoods Pvt. Ltd. during November 2019. Subsequent to search / survey the investigationdepartment called for and scrutinized the information / records submitted by the Companyand it is given to understand that their report has been passed on to the Assessing IncomeTax Circle. The Company has received notices u/s 153A of Income Tax Act from thedepartment and has filed revised returns in respect of relevant Assessment Years.Accordingly necessary tax provisions have been made in the accounts of FY '21 which hasbeen reported in the financial statements.

5. Share Capital

During the year under review there is no change in share capital ofthe Company. As on 31st March 2021 the authorized capital of the Company is'158500000 divided into 158500000 equity shares of '1/-each and paid-up capital is'136245630 divided into 136245630 equity shares of '1/- each.

6. Dividend

Your Directors recommend a dividend of '6.25 (Rupees Six andTwenty-Five Paise only) per equity share of '1/- each fully paid for the FY 2020-21. Thedividend if declared by the members at the 28th Annual General Meeting to beheld on 14th August 2021 will be paid within the timeline as prescribed underthe Act subject to deduction of tax at source as applicable.

The dividend if approved would result in a cash outflow ofapproximately '8515.35 lakhs resulting in a dividend payout of 625% of the standaloneprofits of the Company.

Pursuant to Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a Policy on DividendDistribution which is disseminated on the Company's website at www.avantifeeds.com.

7. Reserves

During the year under review an amount of '2500 lakhs were transferredto Reserves out of the current year profits.

8. Credit Rating

During the year under review India Ratings & Research PrivateLimited (the 'India Ratings') Affirmed the Credit rating as under:

Sl. No. Details Rating Affirmed
1 Avanti Feeds Ltd - Long Term Issuer Rating IND AA(-) Stable
2 Fund Based Working Capital Limits '50 Crores IND AA(-) Stable
3 Non-Fund Based Working Capital Limits '42.79 Crores IND A1+

9. Composition of the Board as on 31st March 2021 andDetails 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 Mr. Bunluesak Sorajjakit Director
5 Mr. Wai Yat Paco Lee Director
6 Sri B.V. Kumar Independent Director
7 Sri M.S.P. Rao Independent Director
8 Sri K. Ramamohana Rao Independent Director
9 Sri N.V.D.S. Raju Independent Director
10 Smt. K. Kiranmayee Independent Woman Director
11 Sri J.V Ramudu Independent Director
12 Sri A. Venkata Sanjeev Executive Director
13 Sri R. Karikal Valaven IAS (from 12.11.2020) Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited - represented as equity investor)
14 Sri V. Narsi Reddy (from 12.11.2020) Independent Director

9.1 Number of Board Meetings

During the year under review4 (Four) Board meetings were held. Thedetails are as under:

Sl. No. Date of Board Meeting No of Directors Attended
1 27.06.2020 13
2 27.08.2020 13
3 12.11.2020 13
4 04.02.2021 13

10. Committees of the Board

The details of the Committees of the Board viz. Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility CommitteeStakeholders Relationship Committee and Risk Management Committee are reported in theReport on Corporate Governance which forms part of the Board's Report.

11. Meeting of Independent Directors

The details of the Separate meeting of the Independent Directors arereported in the Report on Corporate Governance which forms part of the Board's Report.

12. Familiarization Programme for Independent Directors

The details of the familiarization programme for the IndependentDirectors are reported in the Report on Corporate Governance which is attached to theBoard's Report.

13. Independent Directors

13.01 Declaration by Independent Directors

Sri B.V. Kumar Sri M.S.P. Rao Sri K. Ramamohana Rao Sri N.V.D.S.Raju Smt K. Kiranmayee Sri J.V. Ramudu and Sri V. Narsi Reddy are Independent Directorson the Board of your Company. In the opinion of the Board and as confirmed by theseDirectors they fulfil the conditions specified in Section 149(6) of the Companies Act2013 ("the Act") and the Rules made thereunder and under Regulation 16 (1) (b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 about theirstatus as Independent Directors of the Company.

13.02: Registration of Independent Directors with the Databank in theportal of Indian Institute of Corporate Affairs

Pursuant to notification dt. 22nd October 2019 of Ministryof Corporate Affairs all the Independent Directors have registered themselves asIndependent Director in the portal of Indian Institute for Corporate Affairs (IICA).

14. Changes in Directors and Key Managerial Personnel

Your directors regret to report the unfortunate demise of Sri A.V.Achar on 22nd October 2020 who served the Company as Director IndependentDirector and Chairman of the Audit Committee for over two and half decades. The Boardplaced on record of its appreciation of his long association and valuable contributionsmade to the Company during his tenure.

During the year under review (i) Dr. Rajat Bhargava IAS NomineeDirector of Andhra Pradesh Industrial Development Corporation Limited resigned on 13thOctober 2020 (ii) Sri R. Karikal Valaven IAS was appointed on 12thNovember 2020 as Nominee Director of Andhra Pradesh Industrial Development CorporationLimited and (iii) Sri V. Narsi Reddy was appointed as an Additional Director to hold theoffice as an Independent Director on 12th November 2020.

Key Managerial Personnel ("KMP") of the Company:

Sri A. Indra Kumar Chairman and Managing Director Sri C. RamachandraRao Joint Managing Director Company Secretary and Chief Financial Officer and Sri A.Venkata Sanjeev Executive Director are the KMPs of the Company. During the year therewas no change in the KMPs of the Company.

Re-appointment of Sri A. Indra Kumar

The Nomination & Remuneration Committee and the Board recommend there-appointment of Sri A. Indra Kumar as Chairman & Managing Director of the Companyfor a further period of 5 years w.e.f. 1st July 2021 and remuneration payableto him as proposed in the resolution in the notice of the ensuing annual general meeting.

Appointment of Independent Director:

During the year Sri V. Narsi Reddy was appointed as AdditionalDirector to hold the office as an Independent Director by the Board on 12thNovember 2020. The Company received a Notice from a member proposing his appointment. TheBoard is of the view that Sri V. Narsi Reddy meet the requirement of integrity expertiseand experience (including the proficiency) required for his appointment. The Boardrecommend members to appoint Sri V. Narsi Reddy as an Independent Director for a period of5 years w.e.f. 12th November 2020 at the ensuing AGM.

Retirement of Directors:

In terms of Article 105 and 106 of the Articles of Association of theCompany Mr. Wai Yat Paco Lee Director and Sri A. Venkata Sanjeev Executive Directorretire by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. Nomination & Remuneration Committee and the Boardrecommended their re-appointment for approval of the members at the ensuing AGM.

15. Policy on Directors Appointment and Remuneration

15.1 The details of Policy on Directors appointment and Remuneration(i.e. Nomination and Remuneration Policy) criteria for determining qualificationspositive attributes independence of directors are included in Report on CorporateGovernance forming part of the Board's Report.

15.2 The details of the remuneration paid to Sri A. Indra KumarChairman and Managing Director Sri C. Ramachandra Rao Joint Managing Director CompanySecretary & CFO and Sri A. Venkata Sanjeev Executive Director are as under:

Details Sri A. Indra Kumar CMD Sri C. Ramachandra Rao JMD CS & CFO Sri A. Venkata Sanjeev ED
Salary 342.29 180.60 54.87
Ex-gratia 39.60 21.00 6.58
Superannuation 14.31 7.54 4.94
Perks 2.60 - -
Commission on Profits 1547.56 1167.87 -
Total 1946.36 1377.01 66.39

16. Transfer of Unpaid / Unclaimed Dividend to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act2013 as amended read with Investor Education and Protection Fund (Awareness andProtection of Investors) Rules dividend which remain unpaid or unclaimed for a period of7 consecutive years will be transferred to the Investor Education and Protection Fund ofthe Central Government.

Shareholders who have not encashed their dividend warrant(s) within 7years from the date of the declaration of dividend are requested to make their claimimmediately to the Registrars & Transfer Agents i.e. KFin Technologies PrivateLimited (Formerly Karvy Fintech Private Limited) Hyderabad or to the Company at itsCorporate Office. The unclaimed dividend for the financial year 2013-14 will betransferred to IEPF within the time limit prescribed under the provisions of the Act.

The following table provides the details of years for which unclaimeddividends and their corresponding shares would become eligible to be transferred to theIEPF on the dates mentioned below:

Sl. No. Year Date of declaration Dividend per share (Rs.) Face Value of equity share (Rs.) Due date for transfer Amount of Unpaid Dividend as on 31.03.2021 (in Rs.)
1 2013-14 02.08.2014 15.00 10.00 05.09.2021 1578215
2 2014-15 08.08.2015 27.50 10.00 11.09.2022 2209412
3 2015-16 13.08.2016 7.00 2.00 17.09.2023 2743909
4 2016-17 12.08.2017 9.00 2.00 15.09.2024 3388761
5 2017-18 07.08.2018 6.00 1.00 10.09.2025 5317032
6 2018-19 09.08.2019 4.00 1.00 12.09.2026 2428176
7 2019-20* 24.02.2020 *5.00 1.00 30.03.2027 3309620
8 2019-20 29.08.2020 0.10 1.00 02.10.2028 133634

* Interim Dividend.

Sri C. Ramachandra Rao Joint Managing Director Company Secretary& CFO is the Nodal Officer for the purpose of IEPF Rules.

17. Transfer of Shares to IEPF

As per Section 124(6) of the Companies Act 2013 all shares in respectof which dividend has not been paid or claimed for seven (7) consecutive years or moreshall be transferred by the Company to Investor Education and Protection Fund of theCentral Government. During the year under review 34500 equity shares of '1/- each weretransferred to IEPF which pertains to unclaimed dividend for FY 2012-13.

18. Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3) of theAct read with Rule 12 of the Companies (Management and Administration) Rules 2014 asamended from time to time the Annual Return of the Company as on 31st March2021 is available on the Company's website and can be accessed at www.avantifeeds.com.

19. Loans Guarantees or Investments

The particulars of loans guarantees and investments have beendisclosed in the financial statements. The Loans Guarantees and Investments as on 31stMarch 2021 are as under:

a) Loans : 'Nil
b) Guarantees : 'Nil
C) Investments : '19703.81 lakhs
'19703.81 lakhs

20. Contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in its ordinary course of business andare on an arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions or which is required to be reported in Form No. AOC-2 in terms of Section134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014. However the details of all related party transactions are disclosed in thenotes to the financial statements.

The Company formulated the Policy on dealing with Related PartyTransactions. The policy is placed at the Company's website: www.avantifeeds.com.

21. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout 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 reportedin the Report on Corporate Governance which forms part of this Report. The performance ofNominee Directors of APIDC (i.e. Dr. Rajat Bhargava IAS and Sri R. Karikal Valaven IAS)has not been done as they have not attended any of the meetings of the Board during theyear 2020-21.

22. Corporate Social Responsibility Committee

22.1 Composition as on 31st March 2021

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

22.2 Terms of Reference

The Committee is primarily responsible for formulating and recommendingto the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoringthe same from time to time amount of expenditure to be incurred on the activitiespertaining to CSR and monitoring CSR activities.

22.3 CSR Policy

The Company's CSR Policy is disseminated on the Company's website atwww.avantifeeds.com. During the year 2020-21 three meetings of the Corporate SocialResponsibility Committee were held on 6th November 2020 29thJanuary 2021 and 16th March 2021.

22.4 Avanti Foundation (AF)

During the FY 19 the Company along with Avanti Frozen Foods PrivateLimited and Srinivasa Cystine Private Limited as Settlers established "AvantiFoundation" a Charitable trust to implement the CSR activities of these Companies.The main objective of the Trust is to carry out CSR activities from contributions receivedfrom the settlers.

Avanti Foundation is registered as a Trust under the provisions of theIncome Tax Act and as well as under the Companies Act as amended.

Sri A. Indra Kumar Chairman & Managing Director of Avanti FeedsLtd (AFL) is the Managing Trustee Sri C. Ramachandra Rao Trustee on behalf of AFL.

Activities carried out by AF are as under:

• The Trust in collaboration with Andhra University hasestablished an "Aquaculture Skill Development Centres" in the Andhra UniversityCampus to function with joint cooperation from Industry and the university faculty. An MOUhas been entered into with Andhra University (AU) Visakhapatnam to this effect and theSkill Development is named as "AU-AVANTI AQUACULTURE SKILL DEVELOPMENT CENTRE".

• The University has provided space in the campus and AF hasstarted construction of class rooms labs etc. The construction is completed and thebuilding is proposed to be inaugurated coming months and the facility will be operationalfrom first semester 2021-22.

• Setting up of Oxygen Plant at Government General HospitalVijayawada in partnership with Siddartha Medical College Allumini and at Sri PadmavathiMedical College for Womens Hospital - Tirupati in partnership with ACT Grant's.

• Supplying medicines and oxygen concentrators for COVID patientsin East Godavari Districts Andhra Pradesh Seafood Association Andhra PradeshGovernment Hospital Kovvur.

• Distribution of Face Shields Sanitizers Thermometer PulseOximeters Vaporizers and Medicines to Front-line Warriors at Kovvur.

• Contributing financially to District and State Government inundertaking various Covid Relief Activities.

• Providing Food and maintaining COVID Relief Center at Sri C.R.Reddy College West Godavari.

• Distribution of masks in Rural areas of Andhra Pradesh GujaratOrissa Tamilnadu etc.

• Providing computers to educational institutions at Kovvur.

• Undertaking various disaster relief operations during naturalcalamities like Repairs to Fire Station.

• Providing safe drinking water in villages by setting up RO WaterTreatment Plants at Literary Club Kovvur.

• Undertaking medical Camps in collaboration with Red CrossSociety Eluru.

• Promoting Sports and Arts by sponsoring tournaments BadmintonTournament's in Kovvur Sunrisers Youth Cricket Tournament in Kovvur and Avanti CricketCup in Kosamba Gujarat.

The Foundation has been undertaking extensive socio economic activitiesfor the benefit of marginalized communities of the Societies.

22.5 CSR Expenditure during the year 2020-21

As per the Section 135(5) of the Companies Act 2013 the Company shallensure that an amount of 2% of the average Net Profits of the Company made during thethree immediately preceding financial years shall be spent towards Corporate SocialResponsibility activities. For the Financial Year 202021 the amount to be spent towardsCSR activities works out to '850.92 lakhs. The Company has spent '850.94 lakhs towards theCSR activities in the financial year 2020-21. The detailed Report on the CSR Activitiesis annexed to Board's Report at Annexure-1.

23. Management Discussion & Analysis

Management Discussion and Analysis Report is annexed which forms partof this Report.

24. Business Responsibility Report

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

25. Corporate Governance

Report on the Corporate Governance together with a Certificate oncompliance of Corporate Governance by Independent Auditors forms part of this Report.

26. Risk Management Policy

In terms of the requirement of Section 134(3)(n) of the Companies Act2013 the Company has developed and implemented the Risk Management Policy.

The Board oversees Company's processes for determining risk toleranceand review management's action and comparison of overall risk tolerance to establishedlevels. The framework is designed to enable risks to be identified assessed and mitigatedappropriately. Major risks identified by the businesses and functions are systematicallyaddressed through appropriate actions on a continuous basis.

26.1 Risk Management Committee

Details of composition number of meetings held during the year underreview and other related details are set out in the Report on Corporate Governance whichforms part of this Report.

27. Whistle Blower Policy

The Company established Whistle Blower Policy for directors andemployees to report concerns about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct or ethics policy and Code of Conduct toregulate monitor and report trading by Insiders. 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.

28. Maintenance of Cost Records

The Company has maintained the Cost records required to be maintainedunder Section 148(1) of the Companies Act 2013.

29. Subsidiaries and Associate Companies

Report on the Performance of Subsidiaries and Associates

The report on the business of the Subsidiaries and Associate companiesas on 31st March 2021 are as follows:

29.1 Subsidiaries:

(a) Avanti Frozen Foods Private Limited (AFFPL)

During the year AFFPL reported turnover of '85688.66 lakhs and profitbefore tax is '10825.92 lakhs. The Profit after tax reported by AFFPL is '9478.73 lakhsfor the year 2020-21.

The financial statements along with Secretarial Audit Report of theAFFPL are placed on the website of the Company at www.avantifeeds.com.

The Secretarial Audit report of AFFPL as required under regulation 24Aof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is provided asa separate annexure forming part of this report. Further the annual report is being sentto the members excluding the aforesaid annexure. The same is available for inspection andany member interested in obtaining a copy of the same may write to the company.

(b) SVIMSAN Exports and Imports Private Limited (SVIMSAN)

SVIMSAN Exports & Imports Pvt. Ltd. ('SVIMSAN') is a wholly ownedsubsidiary of the Company established in 1998 to carry on the activity of Exports &Imports. However it had closed the operation 11 years ago.

In accordance with the provisions of Companies Act under section 248(5)of the Companies Act 2013 the name of SVIMSAN Exports & Imports Private Limited hasbeen struck off by the Registrar of Companies and the said Company is dissolved witheffect from 12th March 2021.

(c) Avanti Frozen Foods INC. - Step down subsidiary

Avanti Frozen Foods INC. (USA) step down subsidiary of the Company anda wholly owned subsidiary of Avanti Frozen Foods Private Limited was incorporated on 22ndApril 2019 in the State of Delaware in USA.

29.2 The consolidated financialstatements ofthe Company anditssubsidiaries preparedinaccordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the CompaniesAct 2013 read with relevant Rules form part of the Annual Report and are reflected inthe Consolidated Financial Statements of the Company.

29.3 The Annual financial statements of the subsidiary including stepdown subsidiary and related detailed information will be kept at the Registered Office andCorporate Office of the Company and also at the Registered Offices of the respectivesubsidiaries and also available on the website of the Company www.avantifeeds.com.

29.4 The Company has adopted a Policy for determining Materialsubsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Policy approved by the Board is availableon the website of the Company at www.avantifeeds.com.

29.5 Joint Ventures:

During the year under review there were no Joint Ventures.

29.6 Associate Companies:

1. Srivathsa Power Projects Private Limited (SPPPL)

Srivathsa Power Projects Private Limited (SPPPL) is a 17.02 MW gasbased independent power project situated in Andhra Pradesh in which company holds 49.99%of equity shares. During the year 2020-21 the gas supplied by GAIL was only 25592 SCMDas against the nominated quota of 65000 SCMD stated to be due to non-availability ofAPM-Gas. As a result the power generation was limited to 81.86 lakhs units as againstgeneration capacity of 1100.00 lakhs units. During the year 2020-21 Plant operated 86days the Company reported a turnover of '401.11 lakhs and a loss of '177.34 lakhs aftercharging interest and depreciation as per audited financials.

SPPPL has entered its Power Purchase Agreement (PPA) with AP Transco on1st January 2021. W.e.f. 5th January 2021 SPPPL is supplying powerto AFL (the Company) under open access permission given by AP Transco. The cost of powersupplied by SPPPL to AFL at arm's length.

2. Patikari Power Private Limited

The Company holds 25.88% equity shares in Patikari Power PrivateLimited which has a 16 MW Hydel Power Project in Himachal Pradesh. During the year 2020-21as per audited financials the Company generated 367.62 lakhs saleable energy unitsyielding a gross sales income of '849.29 lakhs which resulted in a net profit of '172.52lakhs after charging interest depreciation and tax. The Company has declared dividend of'0.25 paise per equity shares for the FY 2020-21 subject to approval of the shareholders.

29.7 Names of companies which have become or ceased to be itsSubsidiaries joint ventures or Associate companies:

During the year pursuant to section 248(5) of the Companies Act 2013the name of SVIMSAN Exports & Imports Private Limited has been struck off by theRegistrar of Companies and the said Company is dissolved with effect from 12thMarch 2021.

Except the above there were no companies which have become or ceasedto be Joint Ventures or associate companies.

29.8 Statement containing salient features of financial statements ofsubsidiaries and associates.

Pursuant to Section 129(3) of the Act the statement containing thesalient features of the financial statements of Company's subsidiary and associatecompanies is enclosed at Annexure-2 of Board's Report.

30. Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded onthe BSE Limited and National Stock Exchange of India Limited. The Annual Listing fee forthe year 2021-22 has been paid to both the stock exchanges.

31. Internal Controls Systems and Adequacy

The Company has in place an adequate system of internal controls. Thedetails of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Board's Report.

The internal financial controls with reference to the FinancialStatements for the year ended 31st March 2021 commensurate with the size andnature of business of the Company.

The measures implemented for internal financial controls includemultiple authority levels for approval of expenditures budgetary controls internal auditetc.

32. Internal audit

In terms of Section 138 of the Companies Act 2013 and the relevantRules during the year the Company appointed M/s. Manohar Chowdhry & AssociatesChartered Accountants as an Independent Internal Auditor in place of in house InternalAuditor of the Company. The Internal Auditor directly reports to the Audit Committee.

33. Independent Auditors their Report and Notes to FinancialStatements

At the 24th Annual General Meeting held on 12thAugust 2017 Tukaram & Co. LLP Chartered Accountants Hyderabad have been appointedas Independent Auditors of the Company for a period of 5 years to hold the office fromthe conclusion of 24th Annual General Meeting till the conclusion of 29thAnnual General Meeting to be held in the year 2022. The ratification of the appointment ofTukaram & Co LLP as Independent Auditors for the year 2021-22 is not required as perthe Companies (Amendment) Act 2017 notified on 07th May 2018.

The report of the Independent Auditors along with notes and Schedulesare annexed to this Report.

There were no qualifications reservations or adverse remarks ordisclaimers made by Independent Auditors i.e. Tukaram & Co. LLP CharteredAccountants Hyderabad in their report.

34. Compliance with Secretarial Standards

The Company complies with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India.

35. Secretarial audit

In terms of Section 204 of the Companies Act 2013 and the Rules madethereunder M/s. V Bhaskara Rao & Co. Hyderabad Practicing Company Secretaries hasbeen appointed as the Secretarial Auditor of the Company for the year 2020-21. The reportof the Secretarial Auditor is annexed to this Report. There were no qualificationsreservations or adverse remarks or disclaimers made by Secretarial Auditors except theCommittee could not evaluate the performance of the Nominee Directors of APIDC (i.e. Dr.Rajat Bhargava IAS and Sri. R. Karikal Valaven IAS) as they have not attended any of themeetings of the Board during the year 2020-21 as mentioned in the Corporate GovernanceReport.

36. Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31stMarch 2021 on compliance of all applicable SEBI Regulations and circulars / guidelinesissued by M/s. V Bhaskara Rao & Co. Company Secretaries was submitted to BSE Limitedand National Stock Exchange of India Limited.

37. Director's Responsibility Statement

Pursuant to the requirement Section 134(3)(c) of the Companies Act2013 your Directors confirm that:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Profit of the Company for that period;

c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the directors had prepared the annual accounts on a going concernbasis;

e. the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f. the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

38. Details of Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo

a) Conservation of Energy:

(i) The steps taken or impact on conservation of energy Arranged L.D.R (Light Dependent Resistor) Control system to Plant and Street lighting to switch NO / OFF Lighting in auto mode depend on "sun" Light intensity. Dumping Blower shoot altered and connected with Hammer Mill Blower (I10) and succeed process operation. Permanently Switched off Dumping Blower.
(ii) The steps taken by the Company for utilizing alternate sources of energy Company is 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 LED lights '12 Lakhs

b) Technology absorption: Not applicable.

c) Foreign Exchange Earnings and Outgo:

During the year under review the details of Foreign Exchange Earningsand outgo are as under: Inflow - '771.92 lakhs Outflow - '28024.96 lakhs

39. Public Deposits

The Company has not accepted any Public Deposits from public and assuch no principal or interest on deposits from public outstanding as on date of theBalance Sheet.

40. Significant and Material Orders Passed by the Regulators

None of the orders passed by Court or Tribunal has any impact on thegoing concern status of the Company or significant impact on Company's operations.

41. Human Resources

Your Company treats its human resources as one of its most importantassets. Your Company continuously invests in attracting retaining and development oftalent on an ongoing basis. Your Company's thrust is on the promotion of talent internallythrough job rotation and job enlargement.

42. Particulars of Employees

Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Annexure-3 of thisreport.

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names of the top ten employees in terms ofremuneration drawn and names and other particulars of the employees drawing remunerationin excess of the limits set out in the said Rules forms part of this Report. Having regardto the provisions of the second proviso to Section 136(1) of the Act the Annual Reportexcluding the aforesaid information is being sent to the members of the Company. Anymember interested in obtaining such information may write to the Company at avantiho@avantifeeds.com

43. Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

During the year ended 31st March 2021 the Company has notreceived any complaints pertaining to Sexual harassment of Women at the Workplace. TheCompany has complied with provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

44. General

Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these matters during theyear under review:

• Issue of equity shares with differential rights as to dividendvoting or otherwise.

• Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme save and except Employees' Stock Options Schemes referred toin this Report.

• the Whole-time Directors of the Company receive any remunerationor commission from any of its subsidiaries.

• No instances of frauds reported by Auditors under section143(12) of the Act.

• There are no proceeding pending under the Insolvency andBankruptcy Code 2016.

• There was no instance of one time settlement with any Bank orFinancial Institution.

Acknowledgements

Your Directors take this opportunity to express their deep and sinceregratitude and appreciation for co-operation extended by the Governmental AgenciesShareholders and Banks from time to time. Your Directors also place on record theirappreciation for the contributions made by the employees through their dedication hardwork and commitment. Your Directors also convey thanks and appreciation to the valuedcustomers and dealers for their continued patronage.

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