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Avanti Feeds Ltd.

BSE: 512573 Sector: Agri and agri inputs
NSE: AVANTIFEED ISIN Code: INE871C01038
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OPEN 477.00
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VOLUME 15569
52-Week high 587.35
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P/E 20.64
Mkt Cap.(Rs cr) 6,311
Buy Price 462.35
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Sell Price 463.15
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OPEN 477.00
CLOSE 484.60
VOLUME 15569
52-Week high 587.35
52-Week low 286.85
P/E 20.64
Mkt Cap.(Rs cr) 6,311
Buy Price 462.35
Buy Qty 47.00
Sell Price 463.15
Sell Qty 5.00

Avanti Feeds Ltd. (AVANTIFEED) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 27th Annual Report togetherwith the Audited Financial Statements of your Company and its subsidiary for the yearended 31st March 2020.

1. Financial Summary or Highlights

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

(Rs. in Lakhs)

Financial Year ended

Particulars

Standalone

Consolidated

31st March 2020 31st March 2019 31st March 2020 31st March 2019
Total Revenue 316257.16 273842.34 411529.15 348777.95
Profit / (Loss) Before Interest Depreciation & Tax (PBITDA) 39857.28 35720.09 52455.48 46651.92
Finance Charges 121.23 124.58 198.79 262.67
Depreciation 2098.56 2028.31 3770.67 3583.87
Provision for Income Tax (including for earlier years) 9039.82 11217.72 9857.44 12143.39
Net Profit/(Loss) After Tax 28597.67 22349.48 38628.59 30661.99
Profit/(Loss) brought forward from previous year 89800.23 79360.55 104107.24 88658.54
Profit/(Loss) carried to Balance Sheet 101028.45 89800.23 121440.48 104107.24

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

The Profit for the year under consideration i.e. FY 2019-20 before depreciationfinance charges and tax is Rs.39857.28 Lakhs as compared to a Profit of Rs.35720.09Lakhs in the previous financial year. The Profit for the year after tax is Rs.28597.67Lakhs as against a Profit of Rs.22349.48 Lakhs during the previous financial year.

Your Company reported sale of 484669 MT shrimp feed during 2019-20 as compared to421691 MT shrimp feed sales in the immediate preceding financial year 2018-19 anincrease of 15% volume.

The Four Windmills of your Company located in Karnataka State with a total capacity of3.2 MW have generated 48.09 Lakh units as against 40.06 Lakh units in the previous year.The power generated during the year was sold to Karnataka power Transmission CorporationLimited under the power purchase Agreement.

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 whichthe financial 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.

3. The impact of COVID-19 on the business and going concern assumptions of the Companyand its subsidiary Avanti Frozen Foods Pvt. Ltd.

On 30th January 2020 the World Health organization (WHo) declared theCoronavirus (CoVID-19) out break a "public Health Emergency of InternationalConcern" and on 11th March 2020 declared it to be a pandemic. TheGovernment of India imposed a countrywide lockdown from 24th March 2020. TheShrimp Feed manufacturing and Shrimp processing and Exports have been declared as"Essential Services" and exempted from restrictions of lockdown. However due tolow manpower turnout coupled with difficulties in transportation of raw materials andfinished goods the production and sales/exports reduced during April and May '20. Thesituation is gradually improving with increase in employee turnout and streamliningtransportation and other related services.

The Company is strictly implementing the measures stipulated by the Government forsafety of the workers in the production facilities and other establishments of theCompany.

The impact of COVID-19 is not significant on the financial performance of the Companyin the quarter ended 31st March 2020 and the Company opines that assessment ofimpact of CoVID-19 on future is premature since the virus is still aggressive in Indianot subsided elsewhere in the world and there is already effect of recession on globaleconomy.

4. Survey and Search by Income Tax Department

In November 2019 the Income Tax Department Hyderabad conducted Search/Survey on thepremises of the Company and its subsidiary (i.e. Avanti Frozen Foods private Limited).Since then the Department has been calling for information/records from time to time whichthe Company has been submitting. on the basis of preliminary information from the accountsand on the advice of the tax consultants a provision for Income Tax amounting to Rs.358Lakhs has been made on estimation basis in the accounts. Actual amount will be determinedonly on completion of the assessments.

5. Share Capital

During the year under review there is no change in share capital of the Company. As on31st March 2020 the authorized capital of the Company is Rs.158500000divided into 158500000 equity shares of Rs.1/-each and paid-up capital isRs.136245630 divided into 136245630 equity shares of Rs.1/- each.

6. Dividend

Interim Dividend

Your Directors at the meeting held on 24th February 2020 have declared anInterim Dividend of Rs.5 (Rupees Five only) per equity share of Rs.1/- each fully paidfor FY 2019-20. The Interim dividend was paid by 12th March 2020 to theeligible members as on the record Date i.e. 6th March 2020. Interim Dividendresulted in a cash outflow of approximately Rs.8212.57 Lakhs which includes corporatedividend distribution tax of Rs.1400.28 Lakhs.

Final Dividend

Your Directors recommend a final dividend of Rs.0.10 ps. (Ten paise only) per equityshare of Rs.1/- each fully paid for the FY 2019-20. The final dividend if declared by themembers at the 27th Annual General Meeting to be held on 29thAugust 2020 will be paid subject to deduction of tax at source as applicable on orbefore 25th September 2020.

Pursuant to Reg.43A of SEBI (LoDR) regulations the Company has formulated a policy onDividend Distribution which is disseminated on the Company's website atwww.avantifeeds.com.

7. Reserves

During the year under review an amount of Rs.2500 Lakhs was transferred to reservesout of the current year profits.

8. Credit Rating

During the year under review India Ratings & Research Private Limited (the 'IndiaRatings') 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 (Rs. 75 Crs.) IND AA(-)Stable
3 Non-Fund Based Working Capital Limits (Rs.67 Crs.) IND A1 +

9. 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 Independent Director
13 Sri A. Venkata Sanjeev (Director from 07.06.2019 and Executive Director from 09.08.2019) Executive Director
14 Sri Solmon Arokia raj IAS (upto 27.09.2019) Nominee Director (Nominee of Andhra pradesh Industrial Corporation Limited - represented as equity investor)
15 Dr. rajat Bhargava IAS (from 19.10.2019) Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited - represented as equity investor)

9.1 Number of Board Meetings

During the year under review 6(Six) Board meetings were held. The details are asunder:

Sl. No. Date of Board Meeting No of Directors Attended
1 25.05.2019 12
2 07.06.2019 10
3 20.07.2019 11
4 19.10.2019 12
5 04.02.2020 12
6 24.02.2020 12

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. 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.

12. Familiarization Programme for Independent Directors

The details of the familiarization programme for the Independent Directors is reportedin the report on Corporate Governance which forms the part of the Board's report.

13. Independent Directors

13.01 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) Regulations2015 about their status as Independent Directors of the Company.

13.02 Registration of Independent Directors with the Databank in the portal of IndianInstitute of Corporate Affairs

Pursuant to notification dated 22nd october 2019 of Ministry of CorporateAffairs all the Independent Directors have registered themselves as Independent Directorsin the portal of Indian Institute of Corporate Affairs.

14. Changes in Directors and Key Managerial Personnel

During the year under review Andhra pradesh Industrial Development Corporation Limitedhas withdrawn the nomination of Sri Solomon Arokia Raj IAS w.e.f 27thSeptember 2019 and appointed Dr. Rajat Bhargava IAS w.e.f 19th october 2019as Nominee Director.

During the year under review Sri A. Venkata Sanjeev was appointed as an AdditionalDirector on 7th June 2019. He was appointed as an Executive Director for aperiod of 5 years at the 26th Annual General Meeting held on 9thAugust 2019.

In terms of Article 105 and 106 of the Articles of Association of the Company Mr.Bunluesak Sorajjakit and Sri N. Ram prasad Directors retire by rotation at the ensuingAnnual General Meeting and being eligible offer themselves for re-appointment. Nomination& Remuneration Committee and the Board recommended their re-appointment for approvalof the members at the ensuing AGM.

15. Policy on Directors Appointment and Remuneration

15.01 The details of policy on Directors appointment and Remuneration (i.e. Nominationand Remuneration Policy) criteria for determining qualifications positive attributesindependence of directors are included in Report on Corporate Governance forming part ofthe Board's Report.

15.02 The details of the remuneration paid to Sri A. Indra Kumar Chairman and ManagingDirector and Sri C. Ramachandra Rao Joint Managing Director Company Secretary & CFOand Sri A Venkata Sanjeev Executive Director are as under:

(Rs. in Lakhs)
Details Sri A. Indra Kumar CMD Sri C. Ramachandra Rao JMD CS & CFO Sri A. Venkata Sanjeev 1 ED
Salary 315.79 165.12 36.80
Ex-gratia 36.72 19.20 3.87
Superannuation 27.57 14.42 2.30
Perks 4.36 - -
Commission on Profits 1556.88 1167.66 -
Total 1941.32 1366.40 42.97

Further information about the elements of remuneration package of above whole-timedirectors is provided in the extract of the Annual Return in Form MGT-9 enclosed to thisReport.

16. 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 consecutive years will betransferred to 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 immediately to theRegistrars & Transfer Agents i.e. KFin Technologies private Limited (Formerly KarvyFintech private Limited) Hyderabad or to the Company at its Corporate Office. Theunclaimed dividend for the financial year 2012-13 will be transferred to IEPF within thetime limit prescribed under the provisions of the Act.

The following table provides the details of years for which unclaimed dividends andtheir corresponding shares would become eligible to be transferred to the IEpF on thedates 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 31.3.2020 (in Rs.)
1 2012-13 27.07.2013 6.50 10.00 30.08.2020 1037068.50
2 2013-14 02.08.2014 15.00 10.00 05.09.2021 1640895.00
3 2014-15 08.08.2015 27.50 10.00 11.09.2022 2275412.00
4 2015-16 13.08.2016 7.00 2.00 17.09.2023 2764909.00
5 2016-17 12.08.2017 9.00 2.00 15.09.2024 3415761.00
6 2017-18 07.08.2018 6.00 1.00 10.09.2025 5335032.00
7 2018-19 09.08.2019 4.00 1.00 12.09.2026 2529612.00

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 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 25500 equity shares of Rs.1/- each were transferred to IEpF whichpertains to unclaimed dividend for FY 2011-12.

18. Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) rules 2014 extract of Annual return (Form MGT-9) isenclosed at Annexure-1.

19. Loans Guarantees or Investments

The details of the Loans Guarantees and Investments as on 31st March 2020are as under:

a) Guarantees : Rs.15000.00 Lakhs
b) Investments : Rs.11622.46 Lakhs
' 26662.46 Lakhs

20. 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 rule8(2) of the Companies (Accounts) rules 2014 are enclosed at Annexure-2.

The Company formulated the Policy on dealing with related Party Transactions. Thedetails of the policy is disseminated at the Company's website: www.avantifeeds.com.

21. 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 own performance (ii) the directors individually and (iii) working of its Committees.The manner in which the evaluation was carried out is reported in the report on CorporateGovernance which forms part of this report.

22. Corporate Social Responsibility Committee

22.1 Composition

Sl. No. Name Designation Chairman/Members
1 Sri A. Indra Kumar Chairman & Managing Director Chairman
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

22.2 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.

22.3 CSR Policy

The Company's CSR policy is disseminated at Company's website: www.avantifeeds.comDuring the year under review one meeting of the Corporate Social Responsibility Committeewas held on 24th February 2020.

22.4 Avanti Foundation:

During the year under review 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. Sri A. Indra Kumar Chairman & Managing Director of Avanti Feeds isthe Managing Trustee.

One of the objectives of the TRUST is to promote Skill Development. The Trust incollaboration with Andhra university is establishing an "Aquaculture SkillDevelopment Centres" in the Andhra university Campus to function with jointcooperation from Industry and the university faculty. The university has provided space inthe campus for construction of class rooms labs etc. for the Skill Development Centre.The Construction work is in progress. An Mou has been entered into with Andhra University(AU) Visakhapatnam to this effect and the Skill Development is named as "AU-AVANTIAQUACULTURE SKILL DEVELOPMENT CENTRE". Until the building is completed AquacultureSkill Development programmes are being held in the facilities provided by the University.

22.5 CSR Expenditure during the Year 2019-20

As per the Sec.135(5) of Companies Act 2013 the company shall ensure that an amount of2% of the average Net Profits of the Company made during the three immediately precedingfinancial years towards Corporate Social Responsibility activities. For the Financial Year2019-20 the amount to be spent towards CSR activities works out to Rs.809.50 Lakhs. TheCompany has spent Rs.1070.06 Lakhs towards the CSR activities in the financial year2019-20. Out of total CSR Expenditure Rs.1070.06 Lakhs Rs.809.70 Lakhs pertains to FY2019-20 and Rs.260.36 Lakhs pertains to unspent amount of CSR expenditure for FY 2018-19.The detailed Report on the CSR Activities is annexed to Board's Report at Annexure-3.

23. Management Discussion & Analysis

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

24. Business Responsibility Report

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

25. Corporate Governance

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

26. Risk Management Policy

In terms of the requirement of Sec. 134(3)(n) of the Companies Act 2013 the Companyhas developed and implemented the risk Management policy.

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.

26.1 Risk Management Committee

Details of composition number of meetings held during the year under review and otherrelated details are set out in the report on Corporate Governance which forms a part ofthis report.

27. 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.

28. Maintenance of Cost Records

The Company has maintained the Cost records required to be maintained under Sec.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 companies as on 31stMarch 2020 is as follows:

29.1 Subsidiaries

(a) Avanti Frozen Foods Private Limited (AFFPL)

During the year under review Avanti Frozen Foods private Limited (AFFpL) reported aturnover of Rs.95490.43 Lakhs and Profit before tax is Rs.10767.41 Lakhs. The Profitafter tax reported by AFFPL is Rs.9949.79 Lakhs.

The Annual report along with Secretarial Audit report of the AFFpL was placed on thewebsite of the Company at www.avantifeeds.com.

The Secretarial Audit report of AFFpL as required under regulation 24A of SEBI (LoDR)regulations 2015 is provided as a separate annexure forming part of this report. Furtherthe annual report is being sent to the members excluding the aforesaid annexure. The sameis available for inspection and any member interested in obtaining a copy of the same maywrite to the company.

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

SVIMSAN Exports & Imports Pvt Ltd. ('SVIMSAN') is a wholly owned subsidiary of theCompany established in 1998 to carry on the activity of Exports & Imports. Aftercarrying on business for about 11 years i.e. till 2009 the Company discontinued businessactivity as the activity found to be not viable and remained non-operative for the past11 years. The Company has written off the investment of Rs.100 Lakhs in the equity alongwith un-secured loan of Rs.92.14 Lakhs during the year as there is no possibility ofrecovery of the investment and the un-secured loan. The SVIMSAN approached registrar ofCompanies (roC) for removal of its name from registrar of Companies under Sec. 248(2) ofthe Companies Act. All the necessary statutory procedures have been complied with and theremoval of name by the Roc from the register of companies is awaited. Since the process ofremoval of name by Roc is under process accounts of SVIMSAN is not considered forconsolidation.

(c) Avanti Frozen Foods INC. - Step Down Subsidiary

During the year under review Avanti Frozen Foods Inc. (USA) Step down subsidiary ofthe Company and a wholly owned subsidiary of Avanti Frozen Foods private Limited wasincorporated on 22.04.2019 in the State of Delaware in USA. The subsidiary Company i.e.Avanti Frozen Foods pvt Ltd. has invested in 10000 equity share of USD0.01 face valueeach at a premium of USD 0.99 per share.

29.2 The consolidated financial statements of the Company and its subsidiary preparedin accordance with the accounting principles generally accepted in India including theAccounting Standards specified under Sec.133 of the Companies Act 2013 read with relevantRules form part of this Annual Report and are reflected in the Consolidated FinancialStatements of the Company.

29.3 The Annual financial statements of the subsidiary including step down subsidiaryand related detailed information will be kept at the Registered Office and CorporateOffice of the Company and also at the Registered Offices of the respective subsidiaries.

29.4 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.

29.5 Joint Ventures

During the year under review there were no Joint Ventures.

29.6 Associate Companies

1. Srivathsa Power Projects Private Limited

Srivathsa power projects private Limited

is a 17.02 MW gas based independent power project situated in Andhra pradesh in whichcompany holds 49.99% of equity shares.

During the year 2019-20 the gas supplied by GAIL was only 24024 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 97.04 Lakhs units as against generationcapacity of 1100.00 Lakhs units. During the year 2019-20 plant operated for 101 days theCompany reported a turnover of Rs.393.59 Lakhs and a loss of Rs.199.07 Lakhs aftercharging interest and depreciation 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 2019-20 as per auditedfinancials the Company generated 530.12 Lakhs saleable energy units yielding a grosssales income of Rs.1191.87 Lakhs which resulted in a net Profit of Rs.544.28 Lakhs aftercharging interest depreciation and tax.

29.7 Names of companies which have become or ceased to be joint ventures or Associatecompanies

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

29.8 Statement containing salient features of financial statements of subsidiaries andassociates

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.

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 year 2020-21has 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 this report.

The internal financial controls with reference to the Financial Statements for the yearended 31st March 2020 commensurate with the size and nature of business of theCompany.

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 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.

33. Independent Auditors their Report and Notes to Financial Statements

At the 24th Annual General Meeting held on 12th August 2017Tukaram & Co. LLP. Chartered Accountants Hyderabad have been appointed asIndependent Auditors of the Company for a period of 5 years to hold the office from theconclusion 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 2020-21 is not required as perCompanies (Amendment) Act 2017 notified on 7th May 2018.

The report of the Independent Auditors along with notes to Schedules is annexed to thisReport.

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.

35. 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 2019-20 The report of the SecretarialAuditor is annexed to this report.

36. Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March2020 on compliance of all applicable SEBI regulations and circulars/ guidelines issued byM/s. V. Bhaskara Rao & Co. Secretarial Auditors was submitted to Bombay StockExchange (BSE) and National Stock Exchange (NSE).

37. 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.

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 Company enhanced the Solar Energy Capacity from 30 KW to 35.28 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 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 Solar Energy at Gujarat for Rs.1.4 Lakhs LED lights Rs.20 Lakhs

(b) Technology absorption: Not applicable.

(c) Foreign Exchange Earnings and outgo: During the year under review the details ofForeign Exchange earnings and outgo are as under:

Inflow - Rs.817.66 Lakhs.

Outflow - Rs.21470.10 Lakhs

39. Public Deposits

The Company has not accepted any Deposits from the public and as such no principal orinterest on deposits from the publics is outstanding as on the date of 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

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.

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 redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year ended 31st March 2020 the Company has not received anycomplaints pertaining to sexual harassment of women at workplace. The Company has compliedwith provisions relating to the constitution of Internal Complaints Committee under theSexual Harassment of Women at Workplace (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
For Avanti Feeds Limited
A. Indra Kumar
DIN: 00190168
Place: Hyderabad Chairman & Managing Director
Date : 27th June 2020

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