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Tanvi Foods (India) Ltd.

BSE: 540332 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE978V01015
BSE 00:00 | 03 Aug Tanvi Foods (India) Ltd
NSE 05:30 | 01 Jan Tanvi Foods (India) Ltd
OPEN 83.25
52-Week high 87.60
52-Week low 38.50
P/E 47.03
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 83.25
CLOSE 83.25
52-Week high 87.60
52-Week low 38.50
P/E 47.03
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tanvi Foods (India) Ltd. (TANVIFOODS) - Director Report

Company director report


The Members

Your Directors take pleasure in presenting the Twelfth Annual Report on thebusiness and operations of the company together with the audited financial statementsalong with the report of the Auditors for the financial year ended March 31 2019.


(Amt. in lakhs)

Particulars For the FY ended 31.03.2019 For the FY ended 31.03.2018 For the FY ended 31.03.2019 For the FY ended 31.03.2018
Revenue from Operations 7279.04 6288.61 7635.13 6590.49
Other Income 156.18 144.37 75.84 69.51
Total Revenue 7435.23 6432.98 7710.97 6660.00
Total Expenses 7249.58 6279.43 7528.82 6493.57
Exceptional Items - - - -
Prior period items - - - -
Profit before tax 185.65 153.55 182.16 166.43
Tax Expenses 22.62 38.91 33.13 43.51
Profit after tax 163.03 114.64 149.02 122.92
EPS 3.32 2.77 3.03 2.97



Our revenue from operations on standalone basis increased to Rs.7279.04 Lakhs from Rs.6288.61 Lakhs in the previous year at a growth rate of 15.75%. Your Company has postedyet another impressive year of performance. Out of the total revenue approx. 79% has beengenerated from the sale of Frozen Products.

Your Company has incurred total expenses of Rs.7249.58 as compared to Rs.6279.43 Croresin the preceding financial year. Further during the financial year under review certainfixed expenses such as depreciation & amortization expenses decreased from Rs.120.12lakhs to Rs. 91.25 lakhs and finance costs increased from Rs 254.12 lakhs to Rs. 265.85lakhs respectively as compared to the preceding financial year.

Your Company earned a Net Profit of Rs.163.03 lakhs for the Financial Year ended 31stMarch 2019 as compared to Rs.114.64 in the preceding financial year.

No amount is being proposed to be transferred to Reserves for the financial year ended31st March 2019.


Your Company owns 100% stake in Polar Cube Cold Storage Solutions Private Limited andSquarepeg Distribution Services Private Limited both being it's Wholly Owned Subsidiaries(WOSs). The consolidated financial performance presented herewith comprises thefinancial performance of the Company and that of the said WOS's mentioned above.

At consolidated level revenue from operations stood at Rs.7635.13 lakhs and profitbefore tax stood at Rs. 182.16 lakhs. After providing for taxes the PAT stood at Rs.149.02.


Your Company has prepared Consolidated Financial Statements in accordance withAccounting Standard 21 - "Consolidated Financial Statements" prescribed by theCompanies (Accounts) Rules 2014 of the Companies Act 2013. The Consolidated Statementsreflect the results of the Company along with that of its Subsidiaries. The AuditedConsolidated Financial Statements together with the Independent Auditor's Report thereonare annexed and form part of this Annual Report.


No material changes have occurred after the close of the financial year ended 31stMarch 2019 till the date of this report.


There was no change in the nature of business of your Company during the financial yearended 31st March 2019.


In view of the ongoing expansion activities of the Company it needs to plough back itsprofits into the business. Hence your Board of Directors has not recommended any dividendfor the financial year ended 31st March 2019.


As the members are aware your company has set up a new plant near Vijayawada ( A.P.)with an investment of Rs.30 Crores approximately in order to scale up the operations ofthe company to cater to the increasing demands of the customers and to get access to thelarger markets across the country. Most likely in the next couple of months plant willget ready to start its commercial production.

During the period under review your company has introduced new products Paneer SamosaSoya Samosa Shanghai Roll Chocolate Roll Paneer Roll under the frozen foods segmentwhich are getting good response from the market.


During the period under review your company issued and allotted 500000 Equity Sharesof Rs.10 at a price of Rs 80 per share ( including premium of Rs 70 each) upon conversionof warrants into equal number of shares.

Consequent upon the aforesaid conversion of warrants into equity shares the CapitalStructure as on 31.03.2019 stands as follows:

SI. No Particulars At the end of FY ended 2019 At the end of FY ended 2018
(Amt. in Rs.) (Amt. in Rs.)
1 Authorized Capital
6500000 Equity Shares of Rs.10each 65000000 65000000
2 Issued Subscribed & Paid up Capital 53667750 48667750
5366775 Equity Shares of Rs.10 each


Your company has two wholly owned subsidiaries in India.

• Polar Cube Cold Storage Solutions Private Limited is a wholly owned subsidiaryof the company and is involved in the business of cold storage warehousing refrigeratedstore keepers etc.

• Squarepeg Distribution Services Private Limited is also a wholly ownedsubsidiary of the company and provides cargo services to your Company and to others.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining the salient features of the financial statements of Subsidiaries/Associates inthe prescribed format i.e. Form AOC-1 is provided as Annexure-I to thisReport. This statement also provides the details of performance financial position ofeach of the subsidiaries/associates.

Further your Company undertakes that the Annual Accounts of the Subsidiary Companiesand the related detailed information will be made available to its shareholders and to theshareholders of its Subsidiary Companies seeking such information at any point of time.Further the Annual Accounts of the Subsidiary Companies shall also be kept open forinspection by any shareholder at its Registered office and that of the concernedSubsidiary Companies during the office hours.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each subsidiary are available on our

The company has no other joint ventures or associate companies as on till date.


During the FY under review transactions conducted by the Company pursuant to theAgreements entered into with its Related Parties during the FY 2018-19 were at an arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with the Promoters Directors KeyManagerial Personnel or any related party which may have a potential conflict with theinterest of the Company at large.

As a matter of Company's Policy all Related Party Transactions are placed before theAudit Committee and the Board for its approval.

The details of related party transactions which were entered into during the previousyear's/ current year are provided in the Note No. 33 forming part of the notes tofinancial statements.

As per Section 134(3)(h) of the Companies act 2013 the particulars of related partytransactions as referred to in Section 188(1) of the Companies act 2013 have beendisclosed in Form No. AOC – 2 which is appended as Annexure –II tothis Report.


The Board of Directors is duly constituted

During the period under review following changes took place in the offices of Directors/KMPs:

Based on the recommendations of Nomination and Remuneration Committee Mr A. SaratChandra Babu was re-appointed as ‘Whole Time Director ‘designated as‘Chairman' of the Company for a further period of 3 year w.e.f 1st April2019 by the Board of Directors of the Company in their meeting held on 30th March2019 subject to the approval of the members of the Company.

Further in the same meeting your Company has appointed Mr. Avneet Singh as a CompanySecretary & Compliance officer of the company in place of Mrs Shilpa Kotagiri who hasresigned from the office of Company Secretary w.e.f 05.04.2019.

Mrs. A. Sarada retired by rotation in the previous AGM held on 26.09.2018 and wasreappointed thereat.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and in accordancewith provisions of Articles of Association of the Company Mr A. Sarat Chandra Baburetires by rotation at the ensuing AGM and being eligible offers himself forre-appointment.

The composition of the Board of Directors & Key Managerial Personnel as on31.03.2019 stands as follows:

1. Mr. A. Sarat Chandra Babu Chairman
2. Mrs. A. Vasavi Managing Director
3. Mrs. A. Sarada Non-Executive Director
4. Mr. Naveen Nandigam Independent Director
5. Mr. R. V. Radhakrishna Independent Director
Key Managerial Personnel:
1. Mr. A. Sri Nagaveer Chief Executive Officer (CEO)
2. Mr. M. Srinivas Reddy Chief Financial Officer (CFO)
3. Mrs. Shilpa Kotagiri Company Secretary (CS)


The Company has received respective declarations from both the Independent Directorsconfirming that they meet the criteria of independence as prescribed under sub-section (7)of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations.

Independent Directors of your company has duly met during the year to discuss thePerformance of the Non-Independent Directors. All independent directors were presentduring the meeting.


As required under Section 134(5) of the Companies Act 2013 the Directors confirmthat:

i. In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and that no material departures are made from the same ;

ii. 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 ofthe profits of the company for the period;

iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


The meetings of the Board are scheduled at regular intervals to decide and discuss onbusiness performance policies strategies and other matters of significance.

The Board duly met 5 times during the Financial Year 2018-19.The intervening gapbetween any two consecutive Board Meetings was within the period prescribed under theprovisions of the Companies Act 2013.

The names of members of the Board and their attendance at the Board Meetings are asunder:

Name of the Director Number of Meetings attended/ Total Meetings held during the F.Y. 2018-19
Mr. A. Sarat Chandra Babu 3/5
Mrs. A. Vasavi 4/5
Mrs. A. Sarada 3/5
Mr. Naveen Nandigam 4/5
Mr. R. V. Radhakrishna 4/5

The details of the date of meeting and Directors attendance are as below:

SI.N o Date of Board Meetings A. Sarat Chandra Babu Naveen Nandigam R. V. Radhakrishna A. Vasavi A. Sarada
1. 30.05.2018 Absent Attended Attended Attended Attended
2. 24.08.2018 Attended Absent Absent Attended Attended
3. 14.11.2018 Attended Attended Attended Attended Absent
4. 28.02.2019 Absent Attended Attended Absent Attended
5. 30.03.2019 Attended Attended Attended Attended Absent


We have in place all the Committees of the Board which are required to be constitutedunder the Companies Act 2013 & SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The details of the constituted committees and the attendance by each member of theCommittee are as detailed hereunder:

Audit Committee

Name of Director Category No. of Meetings held during the year No. of Meetings Attended
Mr. Naveen Nandigam Chairman 2 2
Mr. R. V. Radhakrishna Member 2 2
Mrs. A. Vasavi Member 2 2

The Committee met 2 times during the year. The said Committee met on the followingDates

30.05.2018 14.11.2018

Nomination and Remuneration Committee

Name of Director Category No. of Meetings held during the year No. of Meetings Attended
Mr. Naveen Nandigam Chairman 2 2
Mr. R. V. Radhakrishna Member 2 2
Mrs. A. Sarada Member 2 2

The Committee met 2 times during the year. The said Committee met on the followingDates

14.11.2018 30.03.2019

Stakeholders Relationship Committee

Name of Director Category No. of Meetings held during the year No. of Meetings Attended
Mr. Naveen Nandigam Chairman 2 2
Mr. R. V. Radhakrishna Member 2 2
Mrs. A. Vasavi Member 2 2

The Committee met 2 times during the year. The said Committee met on the followingDates

14.11.2018 30.03.2019

Further we have in place a Committee under the name and style "InternalComplaints Committee" which looks into various matters concerning harassment ifany against women at workplace. Details of composition etc. of the said committee areprovided in the section on Corporate Governance.


In terms of the requirements of the Companies Act 2013 and the Listing Regulations anannual performance evaluation of the Board is undertaken where the Board formally assessesits own performance with an aim to improve the effectiveness of the Board and theCommittees.

During the year Board Evaluation cycle was completed by the Company internally whichincluded the evaluation of the Board as a whole Board Committees and peer evaluation ofdirectors. The exercise was led by the chairman of Nomination and Remuneration CommitteeCompany. The evaluation process focused on various aspects of the functioning of the Boardand Committees such as composition of the Board and its committees experience andcompetencies performance of special duties and obligations governance issues etc. as onoutcome of the exercise it was noted that the Board as a whole is functioning as cohesivebody which is well engaged with different perspectives.

Besides your Company also surveys on the best practices prevalent in the Industry withrespect to evaluation of the performance of the Board and its members. Your Company alsoavails services of professionals seeking their suggestions on the said matter. Based onthe inputs received from the aforesaid sources and in accordance with the Policy of theCompany evaluation process is undertaken at appropriate time(s).

The performance evaluation of all the Directors and that of the Board as a whole andits committees was conducted based on the criteria and framework adopted by the board.

The Independent Directors reviewed the performance of Non-Independent Directors theBoard and the Chairperson of the Company. Further the performance evaluation ofIndependent Directors was carried out by the entire Board excluding the director beingevaluated. Standard parameters such as attendance acquaintance with businesscommunication inter se Board members effective participation in Board deliberationscompliance with code of conduct general thought process and inputs etc. are adopted inthe process of evaluation. In particular performance evaluation was also carried out forMr. A. Sarat Chandra Babu who retires by rotation and being eligible for re appointment.

None of the Independent Directors is due for reappointment.


The following policies are attached herewith and marked as Annexure – III andIV respectively and are available at

a. Policy for selection of Directors and determining Directors Independence; andevaluation mechanism.

b. Remuneration Policy for Directors Key managerial Personnel and other employees.


Your Company has an adequate system of internal financial controls with reference tofinancial statements including but not limited to safeguard and protection of assets fromloss their unauthorized use or disposition. All the transactions were properlyauthorized recorded and reported to the Management. Your Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting in the financial statements. Your Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.


The Directors state that applicable secretarial standards i.e. SS-1 and SS-2 relatingto ‘Meeting of the Board of Directors' and ‘General Meetings' respectively havebeen duly followed by the Company.


As the members are aware in the 9th Annual General Meeting (AGM) held on30.09.2016 M/s. GV & Co. Chartered Accountants Hyderabad were appointed asStatutory Auditors of the Company for a period of 5 years to hold office till theconclusion of 14th AGM.


The Board of Directors based on the recommendation of the Audit Committee hasre-appointed M/s NSVR& Associates LLP Chartered Accountant Hyderabad ( FirmRegistration No. 008801S/S200060) as the Internal Auditor of your Company. The InternalAuditor is submitting his report on half yearly basis.


Pursuant to provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 we have obtained aSecretarial Audit report from Mr. Anand Kumar C. Kasat Practicing Company SecretaryHyderabad. The copy of said Report is attached herewith and marked as Annexure –V.


As observed by the Secretarial Auditor the delay in filing of Listing Application withBSE was caused primarily on account of technical glitches. Despite several attempts theApplication could not be uploaded on the Portal. The Company is pursuing the matter withthe Stock Exchange.


Company is not required to maintain cost records as specified by the Central Governmentunder subsection (1) of section 148 of the Companies Act 2013


Your company has not made any new investment during the period under review Furtherthe investments made by the Company in its following wholly owned subsidiaries continue toremain as such during the year under review:

• Squarepeg Distribution Services (P) Ltd.

• Polar Cube Cold Storage Solutions (P) Ltd.


Your Company has neither accepted nor repaid any deposits during the financial yearended on 31st March 2019. Further there were no outstanding deposits as atthe beginning or at any time during the financial year. Hence no details are required tobe provided pursuant to Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules 2014.

Further the details of unsecured loans borrowed from Directors during the FY ended 31stMarch 2019 and / or outstanding as on the said date are as hereunder:

Sl. No. Name Borrowings during the year Amt. outstanding as on 31st March 2019
(Rs. In lacs) (Rs. In lacs)
1. A. Vasavi 8.94 8.94

Further the said Directors have provided declaration(s) in writing that the amountslent by them are their own funds and not been given out of funds acquired by them byborrowing or accepting loans or deposits from others.


The information required pursuant to Section 197 read with Rule 5 ( 1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and as amended inrespect of our employees is attached herewith and marked as Annexure –VI(i).

Your company hereby affirms that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.

Further company do not have any employee whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and as amended i.e. Rs.8.5 lakhs per month or Rs.1.02 Crores perannum.

Further details of top ten employees in terms of remuneration drawn during thefinancial year ended 31stMarch 2018 as required under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and asamended is attached herewith and marked as Annexure-VI (ii).


A risk management policy has been devised and adopted by the Board.

Pursuant to the said policy the Board (a) oversees and approves the Company'senterprise wide risk management framework and ( b) oversees that all the risks that theorganization may face such as material procurement sale and distribution financialliquidity security legal regulatory reputational and other risks have been identifiedand assessed and ensures that there is an adequate risk management mechanism in placecapable of addressing those risks.

The policy aims at sustainable business growth with stability and to promote apro-active approach in reporting evaluating and resolving risks associated with thebusiness.


Since the Company does not fall within any of the parameters specified under theprovisions of Section 135 of the Companies Act 2013 read with Rules made thereunderreporting pursuant to Section 134(3) (o) is Not Applicable.


The details regarding Energy Conservation Technology Absorption Foreign ExchangeInflow and Outflow as required under Section 134 (3) (m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are given in the Annexure –VII andforms part of this Report.


In accordance with the provisions of SEBI (LODR) Regulations 2015 a Report on theManagement Discussion and Analysis is set out in Annexure–VIII attached tothis Report.


The Company's policy on Corporate Governance is simple and forward looking. Tanvi Foodsaims at maximizing the stakeholder's value legally ethically and sustainably. It alwaysseeks to ensure that the performance is driven by integrity. The board exercises itsfiduciary responsibilities in the widest sense of the term. Company also endeavors toenhance long-term shareholder value and respect minority rights in all our businessdecisions.

Your Company being listed on BSE SME segment the provisions as regards CorporateGovernance and related disclosures in the Annual Report are not applicable to it.


In accordance with Section 134 (3) (a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed Format i.e. Form MGT -9 is appended as Annexure–IX to this Report and the same is being uploaded on the website of the companyand the web link is


The Company has in place a robust and full-fledged Vigil Mechanism and a Whistle BlowerPolicy for its directors and employees to report concerns about unethical behavioractual or suspected fraud or violation of the Company's code of conduct in terms ofSection 177 ( 10) of the Act and Rules thereunder. The mechanism provides adequatesafeguards against victimization of persons who use this mechanism.

Mr. Naveen Nandigam Independent Director of the Company is the Head of the VigilMechanism Policy; all the employees have direct access to report their concerns andcomplaints. During the year under the review no complaint has been received.

The Vigil Mechanism and Whistle Blower Policy adopted by the Company is set out in AnnexureX to this Report.


In compliance of the applicable provisions we shall dispatch the Annual Report for theFY 2018-19 in electronic format to all our members whose E-Mail addresses areregistered and updated with our Registrar & Transfer Agents. To all the other membersthe Annual Report will be sent in physical format.


The equity shares of your Company are listed on the SME Platform of BSE Limited. Thelisting fee for the financial year 2019-20 has been duly paid. You may further note thatthe listing/ trading was never suspended at any time during the financial year 2018-19.


Total paid up share capital of your Company is in dematerialized form as on 31stMarch2019


There are no orders passed by the Regulators / Courts which would impact the goingconcern status of your Company and its future operations. Further we confirm that therewere no instances of fraud to be reported by the Auditors vide their Report for the FY2018-19.


We strongly support the rights of all our employees to work in harassment – freeenvironment. We have adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at workplace as per the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 ( ‘'POSH Act") andthe Rules made thereunder. The policy aims to provide protection to Employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where Employees feel secure.

Further we have in place a Committee under the name and style "InternalComplaints Committee" in compliance of POSH Act which looks into various mattersconcerning harassment if any against women at workplace addresses concerns andcomplaints of sexual harassment and recommends appropriate action. Details of compositionetc. of the said committee are provided in the section on Corporate Governance.

We further confirm that during the year under review there were no cases filedpursuant to the said Act.


Your Directors would like to express their profound gratitude for the assistancesupport and cooperation received from the Banks Government authorities BusinessPartners Customers and other Stakeholders for the confidence reposed in the Company.

Further your directors also wish to place on record their sincere appreciation for thecommitted services hard work dedication and commitment of the Executives Staff andWorkers of the Company at all levels.

For and on behalf of the Board of
Tanvi Foods (INDIA) Limited
A. Sarat Chandra Babu
DIN: 02589830
Place: Hyderabad
Date: 27/08/2019