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AVT Natural Products Ltd.

BSE: 519105 Sector: Industrials
BSE 00:00 | 17 Aug 32.75 0.55






NSE 00:00 | 17 Aug 32.30 0.10






OPEN 32.85
52-Week high 62.15
52-Week low 29.50
P/E 24.81
Mkt Cap.(Rs cr) 499
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.85
CLOSE 32.20
52-Week high 62.15
52-Week low 29.50
P/E 24.81
Mkt Cap.(Rs cr) 499
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AVT Natural Products Ltd. (AVTNPL) - Director Report

Company director report

Your Directors are pleased to present the Thirty First Annual Report of the Companytogether with the Audited

Accounts for the financial year ended March 31 2017.


(Rs. in Crores)

Particulars 2016-17 2015-16
Income from Operations 310.80 267.31
Other Income 0.45 1.16
Total Income 311.25 268.47
Profit before tax for the year 38.62 34.71
Less : Provision for taxation
- Current Tax 13.25 11.00
- Deferred Tax (0.41) 0.45
Profit after 25.78 23.26
Add: Surplus brought forward 22.38 21.45
Total Amount available for appropriation 48.16 44.71
Interim Dividend (20%) paid on
equity shares 3.05 3.05
Tax on Interim Dividend 0.62 0.62
Transfer to General Reserve 15.00 15.00
Proposed Final Dividend on Equity Shares * 3.05
Provision for tax on Final Dividend * 0.62
Surplus carried Forward to balance sheet 29.49 22.38

* Proposed dividend on equity shares and tax on dividend has not been recognised as adistribution of profit in the current year's accounts in accordance with the revisedaccounting standard-4 ‘Contingencies and Events occurring after the Balance SheetDate' (effective from 01.04.2016)


Total income increased from Rs.268.47 Crores in 2015-16 to Rs. 311.25 Crores in 2016-17an increase of 15.93%.

Profit after Tax for the year 2016-17 was Rs. 25.78 Crores

(previous year : Rs.23.26 Crores) a growth of 10.81%. With Fixed Assets of Rs.57.43Crores (previous year Rs.59.02 crores) our Asset Turnover ratio is a healthy 5.41 withReturn on Sales of 12.56%.


Your Directors are pleased to recommend a final dividend of 20% on Equity ShareCapital for the year ended

31.03.2017 amounting to Rs. 304.57 Lakhs excluding dividend tax. During the year theBoard declared an Interim Dividend of 20% amounting to Rs.304.57 Lakhs excludingdividend tax. The aggregate of dividend declared during the year was 40% amounting to Rs.609.14 Lakhs excluding dividend tax.


Your directors are pleased to transfer a sum of Rs. 15 crore towards the GeneralReserve fINANCE

Cash and cash equivalents as at 31st March 2017 was Rs.799.12 lakhs (previous yearRs.743.57 lakhs). The Company continues to focus on judicious management of its workingcapital receivables inventories and other working capital parameters and which were keptunder strict check through continuous monitoring. wINDMILL

The wind mill of the Company located at Kokkampalayam village Dharapuram Taluk ErodeDistrict Tamil Nadu generated 932626 units of electricity in the year 2016-17 against650659 units generated in 2015-16. The Company had utilised the 899994 units generatedas captive consumption during 2016-17 for its Satyamangalam plant and the balance unitsare being sold to TNEB.


The Board of Directors met five times during this financial year. The details of theBoard meeting are given in the Corporate Governance report. The intervening gap betweenthe meetings were within the period stipulated under the Companies Act 2013 and SEBI(Listing Obligations and

Disclosure Requirements) Regulations 2015.


The Audit Committee of the Company met five times during the current financial year.The details of the

Audit Committee meetings are given in the Corporate Governance report. The interveninggap between the meetings were within the period stipulated under the Companies Act 2013and SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015.


The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 and Schedule V of the Securities Exchange Board of

India (Listing Obligations and Disclosure Requirement)

Regulations 2015 except the ‘Corporate Guarantee' given on behalf of AVT TeaServices Ltd. London which is given in the notes No. 28 to the financial

The details of investments made by the Company are given in the notes No. 11 & 13to the financial statements.


The Company shares are continued to be listed in both BSE Limited (BSE) and theNational Stock Exchange of India Limited (NSE). The Company has paid listing fees up to31st March 2018 to the BSE Limited (BSE) and the National Stock Exchange of India Limited(NSE).


Department of Scientific and Industrial Research (DSIR)

New Delhi has renewed its recognition for both our R&D facilities at SouthVazhakulam Aluva Kerala and the Manchenahaili Village Kasabe Hobari Bangalore is validtill 31st March 2019.


There are no material changes or events that have occurred since the date of theBalance Sheet which could have any effect on the financial position

DIRECTORS & KEY MANAGERIAL PERSONNEL i) Director retiring by rotation

In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Shanthi Thomas Director retires by rotation at the 31stAnnual General Meeting and being eligible offers herself for re-appointment. ii)Declaration from Independent Directors on Annual Basis

The Company has received necessary declaration from all the three Independent Directorsof the Company under Section 149(7) of the Companies Act 2013 that the IndependentDirectors of the Company meet with the criteria of their Independence laid down in Section149(6) of the Companies Act 2013. iii) Appointment of ‘Manager'

The Board in its meeting held on 07.02.2017 has appointed Mr. M.N. Satheesh Kumar asthe ‘Manager' under section 203(1) of the Companies Act 2013 and designated asPresident and CEO for a period of 3 years w.e.f. 01.04.2017. Necessary resolution isbeing placed before the members for their approval. iv) Key Managerial Personnel

Mr. M.N. Satheesh Kumar President and CEO Mr. A. Ramadas Sr. Vice President and CFOand Mr. Dileepraj. P Company Secretary are the Key Managerial Personnel of the Company.



a) AVT Tea Services Ltd. London UK (AVTTSL):

The present authorized share capital of the Company is Pound Sterling (GBP) 1 million.The paid up capital of the Company as on 31st March 2017 is Pound Sterling (GBP) 1million. AVTTSL is the marketing arm of your Company for de-caffeinated tea and instanttea. The AVTTSL recorded sales of Rs.74 Crores (previous year Rs.48 crore) and loss ofRs.0.93 crore (previous year Rs.1.63 crore) for the year 2016-17.

The increase in Instant Tea business of your Company is the result of continued andpersistent marketing strategy pursued by them.

Pursuant to Section 129(3) of the Companies Act 2013 a statement containing thesalient features of the financial statements of subsidiary and step-down subsidiary in theprescribed Form AOC-1 is provided in the Page Nos. 70 & 71 of Annual report.

c) Accounts of subsidiaries:

Pursuant to Section 136 of the Companies Act 2013 a copy of the auditedtheCompany financial

Services Ltd. London for the period ended 31.03.2017 the overseas subsidiary of yourCompany shall be provided to any shareholder free of cost on their request. The Auditedfinancial statements are also available on the website of the Company. The Consolidatedfinancial statements audited by the statutory auditors of the Company have been attachedto this Report.

d) Joint Venture / Associate Company

The Company does not have any Joint Venture / Associate Company


The particulars prescribed by the section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange earnings and outgo are furnished in the Annexure-Ito this Report.


Pursuant to the provisions of Section 135 of the Companies Act 2013 CSR Committee ofthe Board of Directors was formed to recommend a. the policy on Corporate SocialResponsibility (CSR) and b. implementation of the CSR Projects to be undertaken by theCompany as per the CSR Policy for consideration and approval by the Board of Directors.

Annual Report on CSR in the prescribed format is enclosed as Annexure - II. TheCSR policy of the Company has been already uploaded in the web site:


The Company's commitment to CSR projects and programs will be the focus on holisticdevelopment of host communities and create social environmental and economic value to thesociety. CSR initiatives of the Company are such that it stimulate well-being in thecommunity and fulfil the role as responsible corporate citizen.

To Company's commitment to CSR projects and programs will be by investing resourcesinto any of the areas like Development of Skilling among various sections of societyDevelopment of Infrastructure Empowerment of Women Promotion of Health Care Old agehomes / day care facilities for Senior Citizens Promotion of Education Swatch Bharathand all other activities envisaged in the Schedule VII of the Companies Act 2013.

The Company has won NIPM Kerala Best Corporate Citizen Award 2016 (under Category II)for those companies with CSR Minimum Budget between Rs. 51 Lakhs and Rs. 99 Lakhs duringFY 2015-16. The aim of the award was to identify and recognize the efforts ofcompanies in integrating and internalizing Corporate Social Responsibility (CSR) intotheir core business operations. The award acknowledges efforts of the companies whichengage in CSR in a strategic and systematic manner and integrate it with their overallcorporate strategy.


M/s. Suri & Co. Chartered Accountants Chennai - 600017 (Firm's Registration No.004283S) the present Statutory Auditors of the Company have completed their term as perSec 139 of the Companies Act 2013. They will be holding the office of Statutory Auditorsup to the conclusion of the forthcoming Annual General Meeting. In their place theCompany is proposing to appoint M/s PKF Sridhar & Santhanam LLP CharteredAccountants KRD Gee Gee Crystal 7th Floor 91-92 Dr. Radhakrishanan Salai MylaporeChennai - 600004 (Firm's Registration No. 003990S / S200018) as Statutory Auditors for aperiod of 5 years commencing from the conclusion of the 31st Annual General Meeting tillthe conclusion of the 36th Annual General Meeting. They have also consented to the saidappointment and confirmed that their appointment if made would be within the limitsmentioned under section 141 (3) (g) of the Companies Act 2013 and the Companies (Auditand Auditors) Rules 2014. The Audit Committee and the Board of Directors recommend theappointment of M/s PKF Sridhar & Santhanam LLP Chartered Accountants KRD Gee GeeCrystal 7th Floor 91-92 Dr. Radhakrishanan Salai

Mylapore Chennai - 600004 as Statutory Auditors of the Company from the conclusion ofthe 31st Annual General Meeting.


There are no qualifications or adverse remarks mentioned in the Auditors' report. Thenotes to accounts forming part of financial statements are self-explanatory and needs nofurther clarification.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. V. Suresh Practising Company Secretary (C.P. No.6032) Chennai – 600018 to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report in form MR-3 submitted by the Secretarial Auditors forthe financial year 2016-17 is annexed to this report as Annexure – III andforms an integral part of this Report.

There is no secretarial audit qualification reservation or adverse remarks in theSecretarial Report for the period under review.


During the year under review M/s. PKF Sridhar & Santhanam LLP CharteredAccountants Chennai – 600 004 carried out the internal audit of the Company andsubmitted their reports. They have completed their tenure as on 31.03.2017 and in theirplace the Board in its meeting held on 6th April 2017 have appointed M/s Varma &Varma Chartered Accountants Ernakulam Kerala as the internal auditor of the Company forthe period 01.04.2017 to 31.03.2018.


Cost Audit is not applicable to the Company as per the Companies (Cost Records &Audit) Rules 2014 however the cost records are maintained by the Company.


The Auditors of the Company have not reported any fraud as specified under section143(12) of the Companies Act



The Company continues to carry adequate insurance for all assets against unforeseeableperils.


All transactions entered with related parties for the year under review were at arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 are not attracted. No Material

Related Party transactions i.e. transactions exceeding 10% of the annual consolidatedturnover as per the last audited financial statements were entered during the year byyour

Company. Accordingly the disclosure of Related Party transactions to be provided undersection 134 (3)(h) of the Companies Act 2013 in Form AOC -2 is not applicable Furtherthere are no material related party transactions during the year under review with thePromoters Directors or Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the

Company at large.

As per the SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 all the related party transactions were placed beforethe Audit Committee and also the Board. Prior omnibus approval of the Audit

Committee is obtained on yearly / quarterly basis for the transactions entered withrelated parties except the wholly owned subsidiary Company whose accounts areconsolidated with the Company. The transactions entered into pursuant to the omnibusapproval so granted has been placed before the Audit Committee and the Board of

Directors for their approval on a quarterly basis.

The policy on Related Party Transaction as approved by the Board of Directors has beenuploaded on the website of the Company and the website link is

SIGNIfICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS material orderspassed by the There are no significant

Regulators/ Courts which would impact the going concern status of the Company and itsfuture operations.


The details forming part of the extract of the Annual Return in Form MGT - 9 isenclosed herewith as Annexure - IV.


The information under section 197 of Companies Act 2013 and pursuant to rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notrequired as none of the employees falls under this category.

The information required under section 197 (12) of the

Companies Act 2013 read with rule 5 (1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 in respect of the Company have been given in the Annexure- V.

The statement containing remuneration paid to employees and other details as requiredunder Section 197(12) of the

Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel)

Rules 2014 is provided in a separate annexure forming part of this report. Furtherthe report and the accounts are being sent to the members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company during business hours on working days of the Companyupto the date of the forthcoming Annual General Meeting. Any member interested inobtaining a copy of the same may write to the Company Secretary and the same will beprovided free of cost to the member.


Your Company during the year under review enjoyed a cordial relationship with workersand employees at all levels.


The Board on the recommendation of the Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel KeyManagerial Personnel and their remuneration etc. A copy of the policy is uploaded in theweb site of the Company and the website link is investor_relations.


The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to Section177 (9) of the Companies Act 2013 and as per the Regulation 22 of

SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015. The said policy is available in the website of the Company which canbe accessed from the link -


Pursuant to Section 134 (3) (n) of the Companies Act 2013 and the Regulation 21 (5) ofSEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015 the Company had laid down the procedures toinform Board members about the risk assessment and mitigation procedures. Mr. A. RamadasSr. Vice President and CFO has been assigned the task of informing the Board about thevarious risks and its mitigation by the Company from time to time.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.


The Company has in place adequate Internal Audit and Internal Financial Controls withreference to the financial statements which is evaluated by the Audit Committee as perPart C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Apart from Statutory Audit your Company in compliance with Section 138 of theCompanies Act 2013 had engaged M/s PKF Sridhar & Santhanam LLP. CharteredAccountants KRD GEE GEE Crystal 7th Floor 91-92 Dr. Radhakrishanan Salai MylaporeChennai - 600004 as the Internal Auditors of the Company for the financial year 2016-17.Findings and observations of the Internal Auditors are discussed and suitable correctiveactions are taken as per the directions of the Audit Committee on an on-going basis toimprove efficiency in operations.

Thus the internal audit function essentially validates the compliance of the Company.

The Company's internal control systems are well established cate on compliance withconditions of Certifi and commensurate with the nature of its business and the size andcomplexities of operations and adequate with reference to the financial statements asenvisaged under the

Companies Act 2013.

Your directors confirm there were no reportable material weaknesses in the presentsystems or operations of internal controls.


The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.


As per provisions of the Companies Act 2013 and

SEBI (Listing Obligations and Disclosure Requirement)

Regulations 2015 the evaluation process for the performance of the Board itsCommittees and individual Directors were carried out internally. Each Board membercompleted a questionnaire providing feedback on the functioning and overall level ofengagement of the Board and its Committees on the parameters such as the compositionexecution of specific duties contribution of new ideas/insights quality quantity andtimeliness of flow of information deliberations at the meeting independence/non-partisan approach in decision making etc. Independent Directors met on 7th February2017 to review performance evaluation of Non-Independent Directors and the entire Board ofDirectors including the Chairman taking into account the view of Non-Executive Directors.

The Independent Directors were highly satisfied with the overall functioning of theBoard flow of information to the Board its various Committees and also of theperformance of other Non-executive Directors. They also appreciated the exemplaryleadership role of the Board Chairman who focused on long-term growth and strategy and hisencouragement to management team.


In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.


Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 27 read with Part E of Schedule II and Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 on

Corporate Governance. The Management Discussion & Analysis Report Report onCorporate Governance with


Corporate Governance have been Annexed VI & VII to this Report.


The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Act and that an Internal

Complaints Committee has been set up for redressal of complaints and that all employees(permanent contractual temporary trainees) are covered under this policy.

During the year the Company has not received any complaint under Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013.


Statements in this Directors' Report & Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be ‘forward looking statements' within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.


Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors'

Responsibility Statement it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended 31st March 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

2. The Directors have 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 of the profit of the Company for thatperiod;

3. 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;

4. The Directors have prepared the accounts for the financial year ended 31st March2017 on a ‘going concern' basis.

5. The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

6. The directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.


The Directors take this opportunity to thank and place on record their sincereappreciation for the continued cooperation and support extended by the farmers customerssuppliers bankers viz. State Bank of India Bank of Baroda Citibank N.A. The SouthIndian Bank Limited and the Hongkong and Shanghai Banking Corporation Limited Central andState Governments and the Local Authorities and other Stakeholders for their continuedguidance and support.

Your Directors would also like to place on record the sincere appreciation for thecommitment dedication and hard work put in by every employee of the Company and to youour shareholders we are deeply grateful for the confidence and faith that you have alwaysreposed in us.

For and On behalf of the Board


To the Directors' Report

Conservation of Energy Technology Absorption and foreign Exchange Earnings and Outgo

The information under section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended March 31 2017 is givenhere below and forms part of the Directors Report.


AVT Natural Products Limited is committed to conserve energy in all our activities. Wethe Company has been doing energy conservation projects for many years.

During the financial year 2016-17 also the Company has taken steps to conserve energy.

Installed a 6 KM long dedicated power line (Areal

Bunched Cable) from Kerala State Electricity Board sub-station to the Vazhakulamfactory. This reduces the transmission loss of energy as well as break downs in thedistribution system. This would also help to reduce the over all running time of DieselGenerator (DG).

New power line to dehydration plant at Tiptur in

Karnataka is being commissioned. By this the factory is getting 24 hours power for theoperation which reduces the usage of Diesel Generator (DG) to less than 5 % from 100%.

At Vazhakulam factory the Company has increased capacity of rain water storage lagoonand catchment area. About 45% of the total water quantity for plant operations were takenfrom rainwater harvest and recycling.


Research and Development (R & D)

1. Specific areas in which R&D is carried out by the Company

Presently the Company is focusing on two areas of R & D: (a) Marigold Hybrid SeedDevelopment (b) New Product Lines

2. Benefits derived as result of above R&D

(a) Marigold Hybrid Seed Development:

In pursuit of developing superior marigold hybrid seeds in terms of high xanthophyllcontent and flower yield several new hybrids using conventional and molecular assistedbreeding techniques have been developed. The best performing hybrids were tested in thegrowing areas at farmer's fields. These hybrids have shown superiority in both the traitswhich has resulted in farmer's acceptance of new hybrids with higher xanthophyll contentsleading to increased net returns to the farmers. The seeds of these selected hybrids arebeing produced for partial fulfilment of next year's commercial flower production. OurPlant Science R&D got DSIR approval for next three years for our efforts in hybriddevelopment.

(b) New Product Lines:

New products are given focus to increase the product portfolio other than corecompetent products. Opportunities are explored in spice oleoresins decaffeinated teas andtea extracts for nutraceutical application and soluble teas and specialty products tocater to Ready to Drink (RTD) business which are significant product lines today andconstitute about 60% of the overall business of the Company. DSIR approval obtained foranother 3 years would enable increase of new product development through R&D program.Major thrust in speciality spice extracts is in liquid seasonings curry flavoursNutraceuticals and anti-oxidants. Technology development for improved flavour applicationare the other thrust areas.

3. Future plan of action

a) Molecular breeding in Marigold

– Focus has been given to advanced molecular assisted breeding techniques for newmarigold hybrid with high Xanthophyll and flower yield. Molecular Markers have also beendeveloped for identifying the new male lines with high xanthophyll. The development ofhigher xanthophyll yielding varieties is a continuous process. Backward integration of rawmaterial for new product lines in the field ofNutraceuticals also progressing. b) NewProduct Lines

Future expansion of existing business is in instant teas with incorporation ofspecialty products in this sector. Product portfolio will be expanded in value added spiceextracts and natural ingredients in the food and animal sector with formulations andapplication studies

4. Expenditure on R&D (in Rupees)

2016-17 2015-16
i Capital 4795241 4506554
ii Recurring 37173798 33864237
iii Total 41969039 38370791

C. deliveryandeaseinconsumer fOREIGN EXCHANGE EARNINGS AND


During the year under review foreign exchange earnings were Rs.285.81 crores (previousyear Rs.236.10 crores) and foreign exchange outgo was Rs.90.42 crores (previous yearRs.82.03 crores).