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Avanti Feeds Ltd.

BSE: 512573 Sector: Agri and agri inputs
NSE: AVANTIFEED ISIN Code: INE871C01038
BSE 00:00 | 07 Apr 310.90 27.00
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NSE 00:00 | 07 Apr 310.50 26.65
(9.39%)
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OPEN 295.50
PREVIOUS CLOSE 283.90
VOLUME 44246
52-Week high 769.90
52-Week low 250.00
P/E 15.55
Mkt Cap.(Rs cr) 4,234
Buy Price 312.25
Buy Qty 269.00
Sell Price 312.20
Sell Qty 5.00
OPEN 295.50
CLOSE 283.90
VOLUME 44246
52-Week high 769.90
52-Week low 250.00
P/E 15.55
Mkt Cap.(Rs cr) 4,234
Buy Price 312.25
Buy Qty 269.00
Sell Price 312.20
Sell Qty 5.00

Avanti Feeds Ltd. (AVANTIFEED) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 26th Annual Report together with theAudited Financial Statements of your Company and its subsidiaries for the year ended 31stMarch 2019.

1. Financial summary or highlights:

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

Financial Year ended

Particulars Standalone Consolidated
31st March 2019 31st March 2018 31st March 2019 31st March 2018
Total Revenue 273842.34 281532.89 348777.95 339290.31
Profit/(loss) Before Interest Depreciation & Tax (PBITDA) 35720.09 64506.42 46651.92 73122.45
Finance Charges 124.58 124.43 262.67 296.40
Depreciation 2028.31 1466.82 3583.87 2375.75
Provision for Income Tax (including for earlier years) 11217.72 21421.33 12143.39 23802.36
Net Profit/(Loss) After Tax 22349.48 41493.84 30661.99 46647.94
Profit/(Loss) brought forward from previous year 79360.55 46902.76 88658.54 53053.09
Profit/(Loss) carried to Balance Sheet 87800.23 79360.55 104107.24 88658.54

2. Summary of Operations & State of Company's affairs:

The profit for the year under consideration i.e. FY 2018-19 before depreciationfinance charges and tax is Rs. 35720.09 Lakh as compared to a profit of Rs. 64506.42Lakh in the previous financial year. The profit for the year after tax is Rs. 22349.45Lakh as against a profit Rs. 41493.84 Lakh during the previous financial year.

Your Company reported 421691 MT sales of shrimp feed during 2018-19 as compared to430314 MT shrimp feed sales in the immediate preceding financial year 2017-18 adecrease of 2% volume.

The Four Windmills of your Company located in Karnataka State with a total capacity of3.2 MW have generated 40.06 Lakh units as against 49.13 Lakh units in the previous year.The power generated during the year was sold to Karnataka Power Transmission CorporationLimited under the Power Purchase Agreement.

No material changes and commitments have occurred after the close of the financial yeartill 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.

3. Share Capital:

During the year under review the Company (i) sub-divided One (1) equity share of Rs.2/-each into Two(2) equity shares of Rs. 1/- each and (ii) issued Bonus equity shares inthe ratio 1(One) new fully paid-up equity share of Rs. 1/- each for every

2 (Two) fully paid-up equity shares of Rs. 1/- each (i.e. Adjusted for Sub-Division ofequity Shares) with the approval of the members with requisite majority at theExtraordinary General Meeting held on 14.06.2018.

The record date for (i) sub-division of One equity share of Rs. 2/- each into Twoequity shares of Rs. 1/- each and (ii) Bonus equity shares of Rs. 1/- each in the ratio of1:2 was 27th June 2018. The Bonus equity shares were allotted on 30th June 2018.

The Company obtained listing and trading approval from Bombay Stock Exchange andNational Stock Exchange for the 45415210 Bonus equity shares of Rs. 1/- each on 5thJuly 2018.

As on 31st March 2019 the authorized capital of the Company is Rs. 158500000divided into 15.8500000 equity shares of Rs. 1/-each and paid-up capital is Rs.136245630 divided into 136245630 equity shares of Rs. 1/- each.

4. Dividend:

Your Directors have recommended a dividend of Rs. 4 per equity share of Rs. 1/- eachfully paid up for FY 2018-19. The dividend if declared by the Members at the 26th AnnualGeneral Meeting to be held on Friday the 9th August 2019 will be paid on or before 31stAugust 2019.

The dividend if approved would result in a cash Rs. 6570.05 lakhs which includescorporate dividend distribution tax of Rs. 1120.23 lakhs resulting in a dividend payoutof 29.40% profitsof the Company. the standalone

Pursuant to Reg.43A of SEBI (LODR) Regulations the Company has formulated a Policy onDividend

Distribution which is disseminated on the Company's website at www.avantifeeds.com

5. Reserves:

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

6. 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 Mr. Bunluesak Sorajjakit Director
5 Mr. Wai Yat Paco Lee Director
6 Sri A.V. Achar Independent Director
7 Sri B.V. Kumar Independent Director
8 Sri M.S.P. Rao Independent Director
9 Sri K. Ramamohana Rao Independent Director
10 Sri N.V. D.S. Raju Independent Director
11 Smt. K. Kiranmayee Independent Woman Director
12 Sri J. V. Ramudu (from 10.11.2018) Independent Director
13 Sri Solmon Arokia Raj IAS Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited – represented as equity investor)
14 Sri A. Venkata Sanjeev (from 07.06.2019) Additional Director

6.1 Number of Board Meetings:

During the year 2018-19 5 (Five) Board meetings were held. The details are as under:

Sl.No. Date of Board Meeting No of Directors Attended
1 09.05.2018 10
2 26.05.2018 9
3 06.08.2018 11
4 10.11.2018 12
5 08.02.2019 12

7. Committees of the Board:

The details of the Committees of the Board viz. Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee and StakeholdersRelationship Committee are reported in the Report on Corporate Governance which forms partof the Board's Report.

8. Meeting of Independent Directors:

The details of the separate meeting of the Independent Directors are reported in theReport on Corporate Governance which forms part of the Board's Report.

9. Familiarization Programme for Independent Directors:

The details of the familiarization programme for the Independent Directors is reportedin the Report on Corporate Governance attached to the Board's Report.

10. Independent Directors:

10.1 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 Smt. K. Kiranmayee and Sri J V Ramudu are Independent Directors on the Board ofyour Company. In the opinion of the Board and as confirmed by these Directors they fulfilthe conditions specified in Sec. 149(6) of the Act and the Rules made thereunder and underRegulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 about their status as Independent Directors of the Company.

10.2 Continuation of Independent Directors beyond the age of 75 years:

As per Reg.17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with effect from April 1 2019 continuation of directorships of any person asNon-Executive Director who has attained the age of Seventy-Five (75) years requiresSpecial Resolution. The Company has obtained the approval of the members by way ofSpecial Resolutions through Postal Ballot during January 2019 for continuation ofDirectorships of Sri B.V. Kumar [DIN:00521139] and Sri A.V. Achar [DIN:00325886]. TheSpecial

Resolutions were approved by the members with requisite majority.

11. Changes in Directors :

During the year under review Sri J.V. Ramudu was appointed as an Additional Director(Non-Executive & Independent) with effect from

10.11.2018 to hold office upto the date of

Annual General Meeting and subject to approval of the members at the ensuing AnnualGeneral Meeting for appointment as Independent Director to hold office for a period of 5years w.e.f. 10.11.2018.

The Board at its meeting held on 07.06.2019 appointed Sri A Venkata Sanjeev as anAdditional Director (Non-Executive) with effect from

07.06.2019 to hold office upto office upto the date of ensuing Annual General Meeting.

12. Appointment/Re-appointment of Directors: a) Re-appointment of retiring Directors;

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 retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer themselves for re-appointment.

b) Re-appointment of Independent Directors:

The term of appointment of Sri A.V.Achar Sri B.V. Kumar Sri M.S.P. Rao and Sri K.Ramamohana Rao Independent Directors expires on 01.08.2019 or date of ensuing AnnualGeneral Meeting whichever is earlier. It is proposed to re-appoint Sri A.V. Achar SriB.V.Kumar Sri M.S.P. Rao and Sri K. Ramamohana Rao as Independent Directors for afurther period of 2 years with effect from 02.08.2019.

The term of appointment of Sri N.V.D.S. Raju and Smt. K. Kiranmayee as IndependentDirectors expires on conclusion of the ensuing Annual General Meeting. It is proposed tore-appoint Sri N.V.D.S. Raju and Smt. K. Kiranmayee as Independent Directors for afurther period of 5 years with effect from 09.08.2019.

The Company has received a Notice from a member proposing the above re-appointments ofIndependent Directors along with requisite deposit.

c) Appointment of Additional Director as Independent Director:

The term of Sri J.V. Ramudu who was appointed as Additional Director (Non-Executive& Independent Director) by the Board on 10.11.2018 expires at the ensuing AnnualGeneral Meeting. The Company received a Notice from a member proposing his appointment fora period of 5 years w.e.f. 10.11.2018 along with requisite deposit. It is proposed toappoint Sri J.V Ramudu as Independent Director for a period of 5 years w.e.f. 10.11.2018.

d) Appointment of Additional Director and Executive Director

The term of Sri A.Venkata Sanjeev who was appointed as Additional Director by the Boardon 07.06.2019 expires at the ensuing Annual General Meeting. The Company received aNotice from a member proposing his appointment with effect from 07.06.2019 as Directoralong with requisite deposit. The Board at its meeting held on 07.06.2019 appointed Sri A.Venkata Sanjeev as Whole-time Director designated as Executive Director for a period of 5years w.e.f. 09.08.2019 subject to approval of shareholders on the remuneration set outat Item No.6 of the Notice of the ensuing Annual General Meeting.

Nomination & Remuneration Committee and the Board recommended theappointment/reappointment of the above Directors. The details of the above Directors isdisclosed in the Notice of the Annual General Meeting.

13. Policy on Directors appointment and Remuneration:

The details of Policy on Directors appointment and Remuneration (i.e. Nomination andRemuneration

Policy) criteria for determining qualifications positive attributes independence ofdirectors are included in Report on Corporate Governance forming part of the Board'sReport.

The details of the remuneration paid to Sri A. Indra Kumar Chairman and ManagingDirector and Sri C. Ramachandra Rao Joint Managing Director Company Secretary & CFOare as under:

( Rs. in Lakhs)
Details Sri A Indra Kumar CMD Sri C Ramachandra Rao JMD CS &
CFO
Salary 296.25 150.82
Ex-gratia 33.84 17.40
Superannuation 25.77 12.54
Commission on Profits 1322.45 1028.14
Total : 1678.31 1208.90

Further the information about the elements of remuneration package of individualdirectors is provided in the extract of the Annual Return in Form MGT-9 enclosed toBoard's Report.

14. Change of Registered Office:

During the year under review the Registered Office of the Company was changed fromH.No.37 Plot No.37 Baymount Rushikonda Visakhapatnam – 530 045 to Flat No: 103Ground Floor "R" Square Pandurangapuram Vishakhapatnam-530003 with effectfrom 01.09.2018.

15. Transfer of Unpaid/unclaimed dividend to IEPF:

Pursuant to the provisions of Sec. 124(5) of the Companies Act 2013 as amended readwith Investor Education and Protection Fund (awareness and Protection of Investors) Rulesdividend which remain unpaid or unclaimed for a period of 7 years will be transferred tothe Investor Education and Protection Fund of the Central Government.

Shareholders / Investors who have not encashed their dividend warrant(s) within 7 yearsfrom the date of the declaration of dividend are requested to make their claim to theRegistrars & Transfer Agents i.e. Karvy Fintech Private Limited Hyderabad or to theCompany at its Corporate

Office. The unpaid dividend for the financial

2011-12 will be transferred to IEPF within the time limit prescribed under theprovisions of the Act.

The following table provides a list of years for which unclaimed dividends and theircorresponding shares would become eligible to be transferred to the IEPF on the datesmentioned below:

Sl No Year Date of declaration Dividend per share ( Rs. ) Face Value of the share ( Rs. ) Due date for transfer Amount of unpaid dividend as on 31.03.2019 (in Rs. )
1 2011-12 18.08.2012 6.50 10.00 22.09.2019 1060386
2 2012-13 27.07.2013 6.50 10.00 30.08.2020 1044868
3 2013-14 02.08.2014 15.00 10.00 05.09.2021 1631895
4 2014-15 08.08.2015 27.50 10.00 11.09.2022 2272662
5 2015-16 13.08.2016 7.00 2.00 17.09.2023 2792909
6 2016-17 12.08.2017 9.00 2.00 15.09.2024 3474261
7 2017-18 07.08.2018 6.00 1.00 10.09.2025 5385522

16. Transfer of shares to IEPF:

As per Sec.124(6) of the Companies Act 2013 all shares in respect of which dividend hasnot been paid or claimed for seven (7) consecutive years or more shall be transferred bythe Company to Investor Education and Protection Fund of the Central Government. Duringthe year under review 591915 equity shares of Rs. 1/- each were transferred to IEPFwhich pertains to unclaimed dividend by the shareholders for 7 years consecutively from2010-11.

17. Loans Guarantees or Investments:

The details of the Loans Guarantees and Investments as on 31.03.2019 are as under :

a) Guarantees : Rs. 15000.00 Lakh
b) Investments : Rs. 17949.58 Lakh
Rs. 32949.58 Lakh

18. Contracts or arrangements with Related Parties:

The particulars of contracts or arrangements with related parties referred to inSec.188(1) in Form No. AOC-2 pursuant to Sec.134(3)(h) of the Companies Act and Rule 8(2)of the Companies (Accounts) Rules 2014 are enclosed as 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. Board Evaluation:

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 ownperformance (ii) the directors individually and (iii) working of its Committees. Themanner in which the evaluation was carried out is reported in the Report on CorporateGovernance forming part of this Report.

20. Corporate Social Responsibility Committee: Composition:

Sl. No. Name Designation Chairman/ Members
1 Sri A. Indra Kumar Chairman & Managing Chairman
Director
2 Sri N. Ram Prasad 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 and monitoring the same from timeto time amount of expenditure to be incurred on the activities pertaining to CSR andmonitoring CSR activities.

CSR Policy

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

During the year 2018-19 One (1) meeting of the Corporate Social ResponsibilityCommittee was held on 11th March 2019.

CSR Expenditure during the year 2018-19:

As per the Sec.135(5) of Companies Act 2013 an amount of 2% of the average Net Profitsof the

Company made during the three immediately preceding financial years which works out to

Rs. 757.15 lakhs is to be spent towards Corporate Social Responsibility activities.The Company has spent Rs. 496.80 lakhs towards the CSR activities in the financial year2018-19 balance unspent amount is Rs. 260.35 Lakhs. The detailed Report on the CSRActivities (including the reasons for not spending the required amount) is annexed toBoard's Report at Annexure - 3.

21. Management Discussion & Analysis:

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

22. Business Responsibility Report:

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

23. 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 Auditors forms part of this Report.

24. Risk Management Policy:

In terms of the requirement of Section 134(3) (n) of the Companies Act 2013 theCompany has developed and implemented the Risk Management Policy.

25. Whistle Blower Policy:

The Company established Whistle Blower Policy for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy and Code of Conduct to regulate monitor and reporttrading by Insiders. The practice of Whistle Blower Policy is overseen by the AuditCommittee and no employee has been denied access to the Committee. The Whistle BlowerPolicy is available at the Company's website: www.avantifeeds.com.

26. Maintenance of cost records:

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

27. Subsidiaries and Associate Companies: 27.1 Report on the performance ofSubsidiaries and associates:

The report on the business of the Subsidiaries and Associate companies as on 31.03.2019is as follows:

27.2 Subsidiaries:

(a) Avanti Frozen Foods Private Limited(AFFPL):

During the year AFFPL reported turnover of

Rs. 75251.99 lakhs and profit before tax is Rs. 9173.10 lakhs. The Profitafter taxreported by AFFPL is

Rs. 8247.45 lakhs for the year 2018-19.

(b) SVIMSAN Exports and Imports Private Limited: No business activity.

The consolidated financial statements of the

Company and its subsidiaries prepared in accordance with the accounting principlesgenerally accepted in India including the

Accounting Standards specified under Sec.133 of the Companies Act 2013 read withrelevant Rules form part of the Annual Report and are reflected in the ConsolidatedFinancial Statements of the Company.

The Annual financial statements of the subsidiaries and related detailed informationwill be kept at the Registered Office and Corporate Office Company and 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 SEBI (Listing Obligations and Disclosure requirements)Regulations 2015. The Policy approved by the Board is available on the website of theCompany at www.avantifeeds.com.

27.3 Joint Ventures:

During the year under review there were no Joint Ventures.

27.4 Associate Companies:

1. Srivathsa Power Projects Private Limited:

Srivathsa Power Projects Private Limited is a 17.02 MW gas based independent powerproject situated in Andhra Pradesh in which company holds 49.99% of equity shares.

During the year 2018-19 the gas supplied by GAIL was only 20422 SCMD as against thenominated quota of 65000 SCMD stated to be due to non-availability of APM-Gas As aresult the power generation was limited to 308.20 lakhs units as against generationcapacity of 1100.00 lakhs units. During the year 2018-19 the Company reported a turnoverof Rs. 1138.80 lakhs and a loss of Rs. 210.97 lakhs after charging interest anddepreciation as per audited financials.

2 Patikari Power Private Limited:

The Company holds 25.88% equity shares in Patikari Power Private Limited which has a 16MW Hydel Power Project in Himachal Pradesh. During the year 2018-19 as per auditedfinancials the

Company generated 52.80 lakhs saleable energy units yielding a gross sales income ofRs. 1188.05 lakhs which resulted in a net profit of Rs. 530.94 e from the conclusionlakhs after charging interest depreciation and tax. The term loan of Rs. 7506.00 lakhsavailed by the Company has been repaid fully on 9th April 2019 and it is debt freecompany.

27.5 Names of companies which have become or ceased to be subsidiaries joint venturesor Associate companies:

There were no companies which have become or ceased to be Joint Ventures or associatecompanies.

27.6 Statement containing subsidiaries salient features of financial statements ofsubsidiaries:

Pursuant to Sec.129(3) of the Act the statement containing the salient features of thefinancial statements of Company's subsidiary and associate companies is enclosed atAnnexure-4 of Board's Report.

28. 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.

The internal financial controls with reference to the Financial Statements for the yearended 31st March 2019 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.

29. 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. The Internal Auditor directly reports to the Audit Committee

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

At the 24th Annual General Meeting held on 12.08.2017 Tukaram & Company CharteredAccountants Hyderabad have been appointed as Independent Auditors of the Company for aperiod

5yearstoholdthe of 24th Annual General Meeting till the conclusion of 29th AnnualGeneral Meeting to be held in the year 2022. The ratification of the appointment of

M/S Tukaram & Company Chartered Accountants as Independent Auditors for the year2019-20 is not required as per Companies (Amendment) Act 2017 Notified on 07.05.2018.

During the year under review M/s Tukaram & Co. Chartered Accountants IndependentAuditors of the Company has been converted in to LLP i.e. Tukaram & Co LLP with effectfrom 18.09.2018. Further the report of the Independent Auditors along with notes toSchedules are annexed to this Report.

There were no qualifications reservations or adverse remarks or disclaimers made byIndependent Auditors i.e. Tukaram & Co. LLP Chartered Accountants Hyderabad intheir report.

31. Compliance with Secretarial Standards:

The Company complies with the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.

32. Secretarial audit:

In terms of Sec. 204 of the Companies Act 2013 and the Rules made thereunder M/s.V.Bhaskara Rao & Co. Hyderabad Practicing Company Secretary has been appointed asSecretarial Auditor of the Company for the year 2018-19 on a remuneration of Rs.100000/- plus taxes as applicable and reimbursement of actual travel and out of pocketexpenses. The report of the Secretarial Auditor is annexed to this Report.

Sri V Bhaskara Rao & Co. Secretarial Auditor observed that the Company has notspent the required amount of CSR expenditure during the year 2018-19. The reasons for notspending the required amount of CSR expenditure is given in the detailed report on CSRExpenditure annexed to the Board's Report.

33. Directors' Responsibility Statement:

Pursuant to the requirement Sec.134(3)(c)of the Companies Act 2013 your Directorsconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe Profit and Loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

34. Extract of Annual Return:

Pursuant to Sec. 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of Annual Return (Form MGT-9) isenclosed to the Board's Report.

35. 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 Installing new IE3/IE4 high efficient motors for energy conservation. Company enhanced the Solar Energy Capacity from 10KW to 30 KW at Gujarat Plant.
Replaced all Traditional Lights with LED Lights.
(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 Solar Energy at Gujarat for Rs. 12.33 Lakhs

(b) Technology absorption: Not applicable.

(c) Foreign Exchange Earnings and Outgo: During the year under review the totalForeign Exchange Inflow - Rs. 156.17 lakhs.

Outflow Rs. 14857.67 lakhs.

36. 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.

36.1 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.

37. 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.

38. 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.

39. Particulars of Employees:

The statement containing particulars of employees as required under Sec. 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. 102 Lakhs or more areenclosed at Annexure-5 of this report.

40. 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 31.03.2019 the Company has not received any complaints pertainingto sexual harassment of employees. The company has complied with provisions relating tothe constitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

Acknowledgments:

Your Directors take this opportunity to express their deep and sincere gratitude andappreciation for co-operation extended by the Governmental Agencies Shareholders andBanks from 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.

For and on behalf of the Board

Avanti Feeds Limited

A. Indra Kumar

DIN – 00190168

Chairman & Managing Director

Place: Hyderabad

Date : 07.06.2019