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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 638.00
52-Week low 384.90
P/E 35.82
Mkt Cap.(Rs cr) 6,689
Buy Price 491.15
Buy Qty 1.00
Sell Price 505.00
Sell Qty 250.00
OPEN 491.15
CLOSE 498.20
VOLUME 1
52-Week high 638.00
52-Week low 384.90
P/E 35.82
Mkt Cap.(Rs cr) 6,689
Buy Price 491.15
Buy Qty 1.00
Sell Price 505.00
Sell Qty 250.00

Avanti Feeds Ltd. (AVANTIFEED) - Director Report

Company director report

dear members

Your Directors have pleasure in presenting the 29th Annual Report together with theAudited Financial Statements of your Company and its subsidiary for the year ended 31stMarch 2022.

1. financial summary

The summarized standalone and consolidated Financial Statements of your Company and itssubsidiary are given in the table below:

(Rs in Lakhs)

financial Year ended
standalone Consolidated
Particulars 31stm arch 2022 31 stm arch 2021 31stm arch 2022 31stm arch 2021
Total Revenue 404754.95 324250.80 503595.71 410056.19
Profit / (Loss) Before
Interest Depreciation & Tax (PBITDA) 28652.72 42601.03 36669.59 55227.60
Finance Charges 114.97 49.13 200.95 168.40
Depreciation 2110.01 2132.60 4079.32 4092.69
Provision for Income Tax (including for earlier years) 6502.24 9882.21 7866.62 11229.40
net Profit / (Loss) After Tax 19925.50 30537.09 24522.70 39737.11
Profit / (Loss) brought forward from previous year 128898.07 101028.45 153693.88 121440.48
Profit / (Loss) carried to Balance Sheet 137679.51 128898.07 166163.93 153693.88

2. summary of Operations & state of Company's Affairs

Despite a few worries at the beginning of FY 2021-22 when the COVID ‘Second Wave'again slowed down the industry your company stood the year well and managed to put in aSatisfactory performance. Despite all the odds faced during the year our financialperformance is marginally lower than that of Pervious Year.

The profit for the year under consideration i.e. FY 2021-22 before depreciationfinance charges and tax is Rs28652.72 Lakhs as compared to a profit of Rs42601.03 Lakhsin the previous financial year i.e. FY 2020-21. The profit for the year after taxis Rs19925.50 Lakhs as against a profit of Rs30537.09 Lakhs during the previousfinancial year.

Your Company reported 540889 MTs sales of Shrimp Feed during FY 2021-22 as comparedto 473449 MTs Shrimp Feed sales in the immediately preceding FY 2020-21 an increase of14% in volume.

The Four Windmills of your Company located in karnataka State with a total capacity of3.2 MWs have generated 48.09 Lakh units as against 44.73 Lakh units in the previous year.The power generated during the year was sold to karnataka Power Transmission CorporationLimited (kPTCL) under the Power Purchase Agreement (PPA).

There have been no material changes and commitments which affect the financialposition of the

Company which have occurred between the end of the financial year to which thefinancial statements relate and the dates 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.

Expansion of new Feed Plant:

During the year the Company started the expansion by setting up a new plant formanufacture of Shrimp Feed at Bandapuram Andhra Pradesh with an installed capacity of175000 MT per annum at an estimated CAPEX of Rs125 Crores. The expansion is expected tobe completed and commissioned by June '22.

3. impact of COVid-19 on the Business

The Company has taken into account the possible impact of COVID-19 in preparation ofthe audited financial statements including its assessment of recoverable value of itsassets based on internal and external information for the year ended 31st March 2022.Based on the assessment done by the management of the Company there is not much impact ofCOVID-19 on the results for the year ended 31st March 2022. The Company will be closelymonitoring any material changes to future economic conditions.

4. survey & search by income tax department

In november'19 The Income Tax Department. Hyderabad conducted Search / Survey onthe premises of the Company and its subsidiary (i.e. Avanti Frozen Foods PrivateLimited). Consequent to search & seizure during the year the Income Tax Departmenthas completed the assessments for the entire block period consisting from the Assessment-year 2014-15 to 2019-2020 by accepting the Income as per the returns filed u/s 153A of theIncome Tax Act1961.

5. share Capital

During the year under review there is no change in the share capital of the Company.As on 31st March 2022 the authorized capital of the Company is Rs1585 Lakhs divided into158500000 equity shares of Rs1/- each and the paid-up capital is Rs1362.46 Lakhsdivided into 136245630 equity shares of Rs1/- each.

6. Reserves

During the year under review an amount of Rs2500 Lakhs were transferred to Reservesout of the current year profits.

7. dividend

Your Directors recommend a dividend of Rs6.25 (Rupees Six & Twenty Five paisa only)per equity share of Rs1/- each fully paid for the FY 2021-22. The dividend if declared bythe members at the ensuing 29th Annual General Meeting will be paid within the timeline asprescribed under the Companies Act 2013 ("the Act") subject to deduction of taxat source as applicable.

The dividend if approved would result in a cash outflow of approximately Rs8515.35Lakhs resulting in a dividend payout of 42.74% of the standalone profits of the Company.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") the Company has formulated a Policyon Dividend Distribution which is disseminated on the Company's website at www.avantifeeds.com.

8. Alteration of Articles of Association

During the year under review your Company has altered its Articles of Association twotimes as follows:

1. The Company has amended its Article 72 and Article 116 of the Articles ofAssociation of the Company vide Special Resolution passed at the 28th Annual GeneralMeeting held on 14th August 2021.

2. Adopted new set of Articles of Association as per the Provisions of the CompaniesAct 2013 vide Special Resolution passed at the Extraordinary General Meeting held on23rdMarch 2022.

9. Composition of the Board as on 31stm arch 2022 and details of Board meetings

Name designation
1 Sri A. Indra kumar Chairman & Managing Director
2 Sri C. Ramachandra Rao Joint Managing Director Company Secretary Chief Financial
Officer & Compliance Officer
3 Sri n. Ram Prasad Director
4 Sri A. Venkata Sanjeev Executive Director
5 Sri J. V Ramudu Chairman of the Board & Independent Director
6 Mr. Bunluesak Sorajjakit Director
7 Mr. Wai Yat Paco Lee Director
8 Smt. k. kiranmayee Independent Woman Director
9 Sri n. V. D. S Raju Independent Director
10 Sri V. narsi Reddy Independent Director
11 Sri R. karikal Valaven IAS nominee Director (nominee of Andhra Pradesh Industrial Development Corporation Limited represented as an equity investor)

note: Sri B. V kumar Sri M. S. P Rao and Sri k. Rama Mohana Rao Independent Directorsof the Company retired on 1st August 2021 on completion of their 2ndterm as IndependentDirectors of the Company.

9.1 Number of Meetings of the Board

During the year under review the Board met Six (6) times. The details are as under:

date of Board meeting No of directors Attended
1 28thMay 2021 13
2 22nd June 2021 13
3 12thAugust 2021 10
4 25thSeptember 2021 11
5 12th november 2021 10
6 12th February 2022 10

10. Committees of the Board

The details of the Committees of the Board viz. Audit Committee nomination andRemuneration Committee Corporate Social Responsibility Committee StakeholdersRelationship Committee and Risk Management Committee are reported in the Report onCorporate Governance which forms part of the Board's Report.

11. familiarization Programme for independent directors

All Independent Directors are familiarised with the operations and functioning of theCompany on an ongoing basis. The details of the training and familiarisation programme areprovided in the Corporate Governance Report and is available on the website of the Companyat www.avantifeeds.com.

12. statement of declaration given by independent directors

As required under Section 149 of the Act the Independent Directors have submitted thedeclaration affirming that they meet the criteria of independence as provided in Section149(6) of the Act and Regulation 25 of Listing Regulations. In the opinion of the Boardthe Independent Directors of the Company possess necessary expertise integrity andexperience.

The Independent Directors of the Company have confirmed that they have registeredthemselves with the Indian Institute of Corporate Affairs (IICA) and have included theirnames in the databank of Independent Directors.

13. separate meeting of independent director

A separate meeting of Independent Directors was held on 9th April 2022 to review theperformance of the non-Independent Directors and the Board as a whole to review theperformance of Chairperson of the Company and assess the quality quantity and timelinessof flow of information between the management and the Board that is necessary for theBoard to effectively and reasonably perform its duties. All the Independent Directors werepresent at the meeting.

14. Changes in directors and key managerial Personnel

During the year under review Sri B. V kumar Sri M. S. P Rao and Sri k. Rama MohanaRao Independent Directors of the Company retired on 1st August 2021 on completion oftheir 2nd term as Independent Directors of the Company.

Re-appointment of Sri A. Indra Kumar as Chairman & Managing Director:

During the year the nomination & Remuneration Committee and the Board recommendedand approved the re-appointment of Sri A. Indra kumar as Chairman & Managing Directorof the Company for a further period of five (5) years w.e.f. 1st July 2021 andremuneration payable to him and the members of the Company re-appointed Sri A. Indra kumaras Chairman & Managing Director by passing a special resolution in the 28thAnnualGeneral Meeting held on 14 thAugust 2021.

Appointment of Independent Director:

Sri V. narsi Reddy was appointed as an Independent Director of the company for aperiod of 5 years w.e.f. 12th november 2020 in the 28th Annual General Meeting held on14thAugust 2021.

Re-appointment of Sri C. Ramachandra Rao as Joint Managing Director CS & CFO:

During the year in the Extraordinary General Meeting held on 23rd March 2022 theShareholders approved the re-appointment Sri C. Ramachandra Rao as Joint ManagingDirector CS & CFO of the Company along the remuneration for a further period of 5years w.e.f. 1stApril 2022.

Retirement of Directors

In terms of Article 80 and 87 of the Articles of Association of the Company Sri n. RamPrasad and Mr. Bunluesak Sorajjakit Directors retire by rotation at the ensuingAnnual General Meeting ("AGM") and being eligible offer themselves forre-appointment. nomination & Remuneration Committee and the Board recommended theirre-appointment for approval of the members at the ensuing AGM.

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

Sri A. Indra kumar Chairman and Managing Director Sri C. Ramachandra Rao JointManaging Director Company Secretary and Chief Financial Officer and Sri A. VenkataSanjeev Executive Director are the kMPs of the Company. During the year there was nochange in the kMPs of the Company.

Apart from aforesaid changes there are no changes in Directors and key ManagerialPersonnel of the Company. Details of Directors key Managerial Personnel and compositionof various Committees of the Board are provided in the Corporate Governance Report formingpart of this report.

15. Policy on directors Appointment and Remuneration

The Company's policy on Directors' Appointment and Remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport forming part of this Report and is also available on www.avantifeeds.com.

16. transfer of Unpaid / Unclaimed dividend to iEPf

Pursuant to the provisions of Section 124(5) of the Act as amended read with InvestorEducation and Protection Fund (Awareness and Protection of Investors) Rules 2014 dividendwhich remain unpaid or unclaimed for a period of 7 consecutive years will be transferredto the Investor Education and Protection Fund of the Central Government.

Shareholders who have not encashed their dividend warrant(s) within 7 years from thedate of the declaration of dividend are requested to make their claim(s) immediately tothe Registrar & Transfer Agents i.e. kFin Technologies Limited (Formerly kFinTechnologies Private Limited) Hyderabad or to the Company at its Corporate Office. Theunclaimed dividend for the financial year 2014-15 will be transferred to IEPF within thetime limits as prescribed under the provisions of the Act.

The following table provides the details of years for which unclaimed dividend(s) andtheir corresponding shares would become eligible to be transferred to the IEPF on thedates mentioned below:

sL. Year No. date of declaration dividend per share (Rs) face Value of equity share (Rs) due date for transfer Amount of Unpaid dividend as on 31.03.2022 (in Rs)
1 2014-15 08.08.2015 27.50 10.00 11.09.2022 2176412
2 2015-16 13.08.2016 7.00 2.00 17.09.2023 2715909
3 2016-17 12.08.2017 9.00 2.00 15.09.2024 3325761
4 2017-18 07.08.2018 6.00 1.00 10.09.2025 5254032
5 2018-19 09.08.2019 4.00 1.00 12.09.2026 2382812
6 2019-20* 24.02.2020 *5.00 1.00 30.03.2027 3193090
7 2019-20 29.08.2020 0.10 1.00 02.10.2028 127052
8 2020-21 14.08.2021 6.25 1.00 17.09.2028 1826040

*Interim Dividend.

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

17. transfer of shares to iEPf

As per Section 124(6) of the Act all shares in respect of which dividend has not beenpaid or claimed for seven (7) consecutive years or more shall be transferred by theCompany to Investor Education and Protection Fund of the Central Government. During theyear under review 31500 equity shares of Rs1/- each were transferred to IEPF whichpertains to unclaimed dividend for FY 2013-14.

18. Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 as amended from timeto time the Annual Return of the Company as on 31st March 2022 is available on theCompany's website and can be accessed at www.avantifeeds.com.

19. Loans guarantees or investments

Pursuant to provisions of Section 186 of the Act read with Companies (Meetings ofBoard and its Powers) Rules 2014 the particulars of loans given guarantees provided andinvestments made by the Company during the year FY 2021-22 are disclosed in the notes toFinancial Statements which forms part of this report.

The Loans given Guarantees provided and Investments made as on 31st March 2022 are asunder:

a) Loans Rsnil
b) Guarantees Rsnil
c) Investments Rs92904.08 Lakhs
Total Rs92904.08 Lakhs

20. Particulars of Contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the FY withrelated parties were in its ordinary course of business and are on an arm's length basis.During the year the Company had not entered into any contract / arrangement / transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions or which is required to bereported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules 2014.

However the details of all the related party transactions are disclosed in the notesto the Financial Statements.

The Company formulated a Policy on dealing with Related Party Transactions. The policyis placed at the Company's website: www.avantifeeds.com.

21. Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout evaluation of the Board as a whole its committees and the directors individually. Themanner in which the evaluation was carried out is reported in the Report on CorporateGovernance which forms part of this Report.

22. Corporate social Responsibility

As per the Section 135(5) of the Act the Company shall ensure that an amount of 2% ofthe average net Profits of the Company made during the three immediately precedingfinancial years shall be spent towards Corporate Social Responsibility activities. For theFY 2021-22 the amount to be spent towards CSR activities works out to Rs683.31 Lakhs. TheCompany has spent Rs683.31 Lakhs towards the CSR activities in the FY 2021-22.

The Annual Report on CSR activities in terms of the requirements of Companies(Corporate Social Responsibility Policy) Rules 2014 is enclosed at Annexure-1which forms part of this Report.

23. Corporate governance

Report on the Corporate Governance together with a Certificate from Independentauditors on compliance with conditions of Corporate Governance as stipulated under ListingRegulations forms part of this report.

24. Risk management Policy

In terms of the requirement of Section 134(3)(n) of the Act the Company has developedand implemented the Risk Management Policy. The Company has constituted Risk ManagementCommittee which frames implements and monitors Risk Management Plan and lays downprocedures to inform the Board on the risk assessment and risk minimization proceduresmuch before it was introduced as a Statutory Compliance.

The Risk Management Committee is in compliance with the provisions of Regulation 21 ofListing Regulations. The Company has adopted a Risk Management Policy in accordance withthe provisions of the Act and Regulation 21 of Listing Regulations.

The Risk Management Committee has additional oversight in the area of risk management.Major risks identified by the business and functions are systematically addressed throughmitigating actions on a continuing basis.

The Board oversees Company's processes for determining risk tolerance and reviewmanagement's action and comparison of overall risk tolerance to established levels. Theframework 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.

25. whistle Blower Policy

The Company has established a Whistle Blower Policy for Directors and Employees toreport their concerns about unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy and Code of Conduct to regulate monitorand report trading by Insiders. The practice of Whistle Blower Policy is overseen by theAudit Committee and no employee has been denied access to the Committee. The WhistleBlower Policy is available at the Company's website at www.avantifeeds.com.

26. maintenance of Cost Records

The Company has maintained the Cost records as required to be maintained under Section148(1) of the Act.

27. subsidiaries and Associate Companies

Report on the Performance of Subsidiaries and Associates

The report on the business of the Subsidiaries and Associate companies as on 31stMarch 2022 are as follows:

27.1 Subsidiaries:

1. Avanti Frozen Foods Private Limited ("AFFPL"):

During the year AFFPL has reported a turnover of Rs99004.79 Lakhs and the profitbefore tax is Rs7270.43 Lakhs. The Profit after tax reported by AFFPL isRs5906.05 Lakhs for the FY 2021-22. The Financial Statements along with Secretarial AuditReport of the AFFPL are placed on the website of the Company at www.avantifeeds.com.

The Secretarial Audit report of AFFPL as required under regulation 24A of the ListingRegulations is provided as a separate annexure forming part of this report. Further theannual report is being sent to the members excluding the aforesaid annexure. The same isavailable for inspection and any member interested in obtaining a copy of the same maywrite to the company.

2. Avanti Frozen Foods INC. – Step down subsidiary:

Avanti Frozen Foods InC. (USA) a step down subsidiary of the Company and a whollyowned subsidiary of Avanti Frozen Foods Private Limited was incorporated on 22nd April2019 in the State of Delaware in USA. During the year AFF InC reported turnover ofRs158.91 Lakhs and profit before tax is Rs7.11 Lakhs. The Profit after tax reported by AFFInC is Rs7.11 Lakhs for the FY 2021-22.

27.2 The consolidated financial statements of the Company and its subsidiariesprepared in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act read withrelevant Rules form part of the Annual Report and are reflected in the ConsolidatedFinancial Statements of the Company.

27.3 The Annual financial statements of the subsidiary including step downsubsidiary 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.

27.4 The Company has adopted a Policy for determining Material subsidiaries interms of Regulation 16(1)(c) of Listing Regulations. The Policy approved by the Board isavailable on the website of the Company at www.avantifeeds.com.

27.5 Joint Ventures:

During the year under review there were no Joint Ventures.

27.6 Associate Companies:

1. Srivathsa Power Projects Private Limited ("SPPPL"):

SPPPL is a 17.02 MW gas based independent power project situated in Andhra Pradesh inwhich company holds 49.99% of equity shares.

During the FY 2021-22 the gas supplied by GAIL was only 24900 SCMD as against thenominated quota of 25592 SCMD stated to be due to non-availability of APM-Gas. As aresult the power generation was limited to 216.10 Lakhs units as against generationcapacity of 1100.00 Lakhs units. During the year 2021-22 Plant operated for 8 months theCompany reported a turnover of Rs1181.28 Lakhs and a loss of Rs2186.26 Lakhs aftercharging interest and depreciation as per audited financials. SPPPL has entered its PowerPurchase Agreement (PPA) with AP Transco on 1st January 2021. w.e.f. 5th January 2021SPPPL is supplying power to AFL (the Company) under open access permission given by APTransco. The cost of power supplied by SPPPL to AFL is at arm's length.

2. Patikari Power Private Limited ("PPPL"):

The Company holds 25.88% equity shares in PPPL which has a 16 MW Hydel Power Project inHimachal Pradesh. During the FY 2021-22 as per audited financials the Company generatedRs581.40 Lakhs saleable energy units yielding a gross sales income of Rs1307.59 Lakhswhich resulted in a net profit of Rs957.41 Lakhs after charging interest depreciation andtax. The Company has declared dividend of Rs1.25 per equity shares for the FY 2021-22subject to approval of the shareholders.

27.7 names of companies which have become or ceased to be its Subsidiariesjoint ventures or Associate companies: There were no companies which have become or ceasedto be Joint Ventures or associate companies.

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

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

28. management discussion & Analysis

A Report on Management Discussion & Analysis (MDA) forms part of the Annual Reportas per the requirements of Regulation 34 of Listing Regulations is enclosed at Annexure-3.

29. Business Responsibility Report

The Business Responsibility Report (BRR) of your Company for the FY 2021-22 forms partof this Annual Report is enclosed at Annexure-4.

30. Listing at stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limitedand national Stock Exchange of India Limited. The Annual Listing fee for the FY 2022-23has been paid to both the Stock Exchanges.

31. 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 part of the Board's Report.

The internal financial controls with reference to the Financial Statements for theFinancial Year ended 31stMarch 2022 commensurate with the size and nature of business ofthe Company.

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

32. internal audit

In terms of Section 138 of the Act and the relevant Rules during the financial yearthe Company re-appointed M/s. Manohar Chowdhry & Associates Chartered Accountants asIndependent Internal Auditors of the Company for a further period of three years. TheInternal Auditor directly reports to the Audit Committee.

33. independent Auditors their Report and Notes to financial statements

The Members of the Company at the 24th AGM held on 12th August 2017 appointed M/s.Tukaram & Co. LLP Chartered Accountants (Firm Registration no. 004436S/S200135)Hyderabad as the Independent Auditors of the Company for a first term of five years tohold office from the conclusion of 24th AGM till the conclusion of the 29thAGM.

The Audit Committee and Board considered recommend and approved the re-appointment ofM/s. Tukaram & Co. LLP Chartered Accountants (Firm Registration no.004436S/S200135) as the Independent Auditor of the company for a further term of five (5)years from the conclusion of 29th AGM till the conclusion of 34th AGM to be held in theyear 2027 subject to the approval of the Shareholders in the ensuing 29th AGM.

The report of the Independent Auditors along with notes and Schedules are annexed tothis Report.

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

34. Compliance with secretarial standards

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

35. secretarial audit

In terms of Section 204 of the Act and the Rules made thereunder M/s. V. Bhaskara Rao& Co. Hyderabad Practicing Company Secretaries have been appointed as theSecretarial Auditors of the Company for the FY 2021-22. The report of the SecretarialAuditor is annexed to this Report. There were no qualifications reservations or adverseremarks or disclaimers made by the Secretarial Auditors.

36. Annual secretarial Compliance Report

The Annual Secretarial Compliance Report for the FY ended 31st March 2022 oncompliance of all applicable SEBI Regulations and circulars / guidelines issued by M/s.V. Bhaskara Rao & Co. Company Secretaries was submitted to BSE Limited and nationalStock Exchange of India Limited.

37. director's Responsibility statement

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

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitof the Company for that period; c) the directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for 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 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

38. 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 Arranged L.D.R (Light Dependent Resistor) Control system to Plant and Street lighting to switch On / 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 We have installed VFD to all bucket elivators to save the energy during the year. Company Installed 40kW Roof
(iii) The capital investment on energy conservation Equipment's Top Solar Panels on factory godowns. Solar Power Plant Rs16.5 Lakhs VFD's Rs7.00 Lakhs

b) Technology absorption: not applicable. c) Foreign Exchange Earnings and Outgo:

During the year under review the details of Foreign Exchange Earnings and outgo are asunder: Inflow - Rs345.63 Lakhs Outflow - Rs22251.78 Lakhs

39. Public deposits

The Company has not accepted any Public Deposits from public and as such no principalor interest on deposits from public outstanding as on date of the Balance Sheet.

40. 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.

41. 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.

42. Particulars of Employees

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure-5of this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said Rules forms part of this Report. Having regard to the provisions ofthe second proviso to Section 136(1) of the Act the Annual Report excluding the aforesaidinformation is being sent to the members of the Company. Any member interested inobtaining such information may write to the Company at investors@avantifeeds.com.

43. 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 redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

During the FY ended 31st March 2022 the Company has not received any complaintspertaining to Sexual harassment of Women at the Workplace. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

44. general

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these matters during the year underreview: Issue of equity shares with differential rights as to dividend voting orotherwise.

Issue of shares (including sweat equity shares) to employees of the Company under anyscheme save and except Employees' Stock Options Schemes referred to in this Report.

the Whole-time Directors of the Company receive any remuneration or commission from anyof its subsidiaries.

no instances of frauds reported by Auditors under Section 143(12) of the Act. There areno proceeding pending under the Insolvency and Bankruptcy Code 2016. There was noinstance of one time settlement with any Bank or Financial Institution.

Acknowledgements

Your Directors take this opportunity to express their deep and sincere gratitude andappreciation for co-operation extended by the Governmental Agencies Shareholdersand Banks from time to time. Your Directors also place on record their appreciation forthe contributions made by the employees through their dedication hard work andcommitment. Your Directors also convey thanks and appreciation to the valued customers anddealers for their continued patronage.

For and on behalf of the Board
AVANTI FEEDS LIMITED
A. Indra Kumar
Place : Hyderabad DIn: 00190168
Date : 12th May 2022 Chairman & Managing Director

.