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Venkys (India) Ltd.

BSE: 523261 Sector: Others
NSE: VENKEYS ISIN Code: INE398A01010
BSE 12:32 | 06 Oct 2068.00 75.55
(3.79%)
OPEN

2048.00

HIGH

2095.25

LOW

2045.75

NSE 12:19 | 06 Oct 2073.65 75.10
(3.76%)
OPEN

2052.00

HIGH

2098.40

LOW

2038.10

OPEN 2048.00
PREVIOUS CLOSE 1992.45
VOLUME 3646
52-Week high 3260.00
52-Week low 1775.05
P/E 18.33
Mkt Cap.(Rs cr) 2,914
Buy Price 2065.65
Buy Qty 4.00
Sell Price 2068.15
Sell Qty 5.00
OPEN 2048.00
CLOSE 1992.45
VOLUME 3646
52-Week high 3260.00
52-Week low 1775.05
P/E 18.33
Mkt Cap.(Rs cr) 2,914
Buy Price 2065.65
Buy Qty 4.00
Sell Price 2068.15
Sell Qty 5.00

Venkys (India) Ltd. (VENKEYS) - Director Report

Company director report

The Shareholders

Your Directors have pleasure in presenting the Forty Fifth Annual Report and auditedfinancial statements for the financial year ended 31st March 2021.

FINANCIAL RESULTS

(Rs. in Crores)

Description 2020-21 2019-20
Revenue from Operations (Net) 3116.63 3261.02
Operating Expenditure 2727.85 3282.38
Depreciation 35.43 34.25
Operating Profit 353.35 -55.61
Finance Costs 28.48 29.51
Other Income 35.80 35.41
Profit Before Tax 360.67 -49.71
Provision for Tax 93.21 -21.77
Tax adjustment in respect of earlier years -0.29 -0.78
Profit for the year 267.74 -27.16
Amount available for appropriation 641.25 386.75

OPERATIONS

The sales turnover of the Company for the year ended 31st March 2021 was Rs.3116.63cr. as compared to Rs.3261.02 cr. in the previous year – a slight reduction of 4.4%.Profit before tax was Rs.360.67 cr. as against a loss of Rs.49.71 cr. in the previousyear. Profit after tax was Rs.267.74 cr.

After witnessing a setback in the previous year due to Covid-19 pandemic the financialperformance of the Company started improving from the first quarter of FY 2021. Poultryand poultry products segment witnessed better realizations from the sale of day old chicksand grown up broilers. Maize prices have been steady throughout the year while soyade-oiled cake prices have hit the all time high in the second half of FY 2021. The overallperformance of Animal Health Products and the Oilseed segments has been good.

DIVIDEND

Your Directors recommend a dividend of Rs.17.00 per equity share (170%) for the yearended 31st March 2021. The dividend if approved at the ensuing Annual GeneralMeeting will absorb Rs.23.95 Crores.

The Company’s dividend distribution policy is available at Page no.135 of thisreport.

SEGMENT-WISE PERFORMANCE

Operational performance of each business segment has been comprehensively covered inthe Management Discussion and Analysis Report given in Annexure-A which forms part of thisReport.

CORPORATE GOVERNANCE REPORT

As per the requirements of Regulation 34(3) read with Clause C of Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separate reporton Corporate Governance along with the certificate issued by Company Secretary inWhole-Time Practice thereupon is given in Annexure-B which forms part of this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act 2013 the Annual Returnof the Company is available on the website of the Company i.e. www.venkys.com

MEETINGS OF BOARD

During the year 2020-2021 4 (Four) meetings of the Board of Directors were held on thefollowing dates:

1) 29th June 2020

2) 13th August 2020

3) 9th November 2020

4) 3rd February 2021.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors declare that:

1. the accounts for the year ended 31st March 2021 have been prepared byfollowing applicable accounting standards;

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 ended 31stMarch 2021 and of the profit of the Company for that year;

3. proper care has been taken for the maintenance of adequate records for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities;

4. the accounts for the year ended 31st March 2021 have been prepared on agoing concern basis;

5. internal financial controls to be followed by the Company are laid down and thatsuch internal financial controls are adequate and are operating effectively; and

6. proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

BOARD OF DIRECTORS AND THEIR COMMITTEES

a. Changes in the Composition of Board of Directors.

As per the provisions of Companies Act 2013 and Articles of Association of theCompany Mrs. Anuradha J. Desai Director is due for retirement by rotation at the ensuingAnnual General Meeting and being eligible offers herself for reappointment.

A brief profile of the above Director is given in the Corporate Governance Reportannexed to this report.

The Board regrets to report that Late Col. Surinder Kumar (Retd.) Independent Directorexpired on 23rd January 2021. The Directors express their sorrow on the saddemise of Late Col. Surinder Kumar (Retd.) and place on record their appreciation for thecontribution made by him during his tenure as Director of the Company. Apart from theabove there was no change in the Board of Directors of the Company.

b. Declaration from Independent Directors: Pursuant to Section 149(7) of the CompaniesAct 2013 the Company has received declarations from all the Independent Directorsconfirming that they meet the criteria of independence as stipulated under Section 149 ofthe Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and that they have complied with the Code for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013 and with the Code ofConduct for Directors and Senior Management Personnel.

c. Policy relating to the remuneration for directors key management personnel &other employees.

The Company’s policy on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided in sub section 3 of Section 178 of Companies Act 2013 isavailable on the website of the Company athttp://venkys.com/investors/policies-and-reports

d. Annual evaluation by the Board of its own performance and that of its Committees.

The board annually performs the evaluation of its own performance the Committees ofthe Board and that of individual Directors. While carrying out such evaluation variousaspects relating to the Board functioning such as adequacy of composition level ofdiversity of the Board execution of specific duties governance etc. are considered. Thesame mechanism is applied while evaluating the performance of the Committees of the Boardand additionally the fulfillment of duties and scope as stipulated by the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isconsidered.

The performance evaluation of individual directors is carried considering factors likeexecution of specific assignments effective contribution to the Board discussions anddecisions independence of judgment and steps taken towards proper governance of businessand safeguarding interest of stakeholders.

e. Familiarisation Programme of Independent Directors The Company at selected intervalstakes steps to familiarise its independent directors about their roles rights andresponsibilities. The details of such programme is available on the website of the Companyat http://venkys.com/investors/policies

f. Audit Committee The Company have Audit Committee in place as per as Section 177 ofthe Companies Act 2013.

Details of such committee is given in the Corporate Governance Report which is annexedand forms part of this Report.

g. Managing Director’s Remuneration: Pursuant to provisions of Companies Act2013 the Managing Director of the Company also draws remuneration from its HoldingCompany Venkateshwara Hatcheries Private Limited.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFTER THE CLOSE OF FINANCIAL YEAR

There are no material changes and commitments if any affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loans guarantees or madeinvestments which fall under the purview of Section 186 of the Companies Act 2013.

RISK MANAGEMENT

The Company has in place a risk management plan devised by the Board and focuses onthree key elements i.e. Risk Assessment Risk Management and Risk Monitoring. The Boardtherefore identifies elements of risk focus on mitigating the risk as per the plan andmonitor the same post execution. In terms of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formed a Risk Management Committee tomonitor and review the Risk Management Plan of the Company. During the year 2020-21 Brig.Rajeshwar Singh Rathore (Retd.) was appointed as member and Chairman of the Committee. Mr.J. K. Handa is also a member of the Committee.

CORPORATE SOCIAL RESPONSIBILITY

VH Group and in particular Venky’s (India) Limited has been historicallyconducting CSR activities concentrated on educational and medical services for theupliftment of the society promotion of sports rural development projects etc. Yourcompany has pursuant to Section 135 of the Companies Act 2013 formed a CSR Committee.The Annual Report on CSR for the F.Y. 2020-2021 is appended as Annexure C to this report.The policy on CSR is available on the website of the company athttp://venkys.com/investors/policies-and-reports

INTERNAL FINANCIAL CONTROLS

The internal control system is designed to ensure that all the financial and otherrecords are reliable for preparing financial statements and for maintaining accountabilityof the assets. The Company has a proper and adequate system of internal controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your company has established a Vigil Mechanism as per the provisions of the CompaniesAct 2013 for the Directors and employees to report genuine concerns. The Audit Committeeis in-charge of this function. The details of vigil mechanism are available on the websiteof the Company at http://venkys.com/investors/policies-and-reports

DEPOSITS

During the year under review the Company has neither accepted any deposits underChapter V of the Companies Act 2013 nor did any such deposits remain unpaid or unclaimed.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 contracts or arrangements entered into by theCompany with Related Parties have been done at arm’s length and are in the ordinarycourse of business. Hence no particulars are being provided in Form AOC - 2. RelatedParty disclosures as per IND AS 24 have been provided in Note no. 13 to the FinancialStatements.

ACCOUNTS

The accounts read with the notes thereon are self-explanatory and hence do not call forany further comments.

INSURANCE

The assets of the Company which include buildings sheds machinery stocks etc. areadequately insured.

PERSONNEL AND HUMAN RESOURCES

Employee relations continued to be cordial throughout the year. The relevantinformation and the details of employees whose remuneration is required to be disclosed interms of the provisions of Section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 appended tothis Report as Annexure D.

AUDITORS

M/s. B D Jokhakar & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company in 41st Annual General Meeting of the Company continue to be theauditors of the Company. Further the Auditors have not reported any Fraud under Section143 (12) of the Companies Act 2013 for the year ended 31.03.2021.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 and allied rules thereof the Boardof Directors has re-appointed Mr. P. L. Shettigar Practicing Company Secretary asSecretarial Auditor for conducting the audit for the financial year 2020-2021. TheSecretarial Audit report for financial year ended 2020-2021 issued by Mr. Shettigar isappended as Annexure E and forms part of this report.

The Secretarial Auditor has reported that the Company is required to appoint one moreIndependent Director on its Board as per Regulation 17 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Due to demise of one of the independentdirectors on 23.01.2021 the Company is required to appoint an independent director in hisplace. The Company is in the process of identifying a suitable person who can be appointedas Independent Director.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Recordand Audit) Rules 2014 the Company has appointed M/s. Joshi Apte & Associates Pune asCost Auditors of the Company for conducting cost audit for the financial year 2020-21.Further as per sub section (3) of Section 148 of the Companies Act 2013 the remunerationdecided between the Board of Directors and Cost Auditor is put before the members fortheir ratification in the ensuing Annual General Meeting. The Cost Audit for the financialyear ended 31st March 2021 is under process and the Company will submit theCost Auditors’ Report to the Central Government in time.

BUSINESS RESPONSIBILITY REPORT

Based on the market capitalization as on 31st March 2021 your Companycontinues to be in the Top 1000 Listed Companies in India. Hence pursuant to Regulation34 of the SEBI (Listing Obligations and Disclosure Requirements) 2015 the BusinessResponsibility Report describing the initiatives taken by the Company forms part of theAnnual Report.

INTERNAL COMPLAINTS COMMITTEE

The Company has in place an Internal Complaints Committees which are constituted interms of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. In the year 2020-2021 there were no complaints received by thesecommittees.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per the provisions of Companies Act 2013 in the year 2020-2021 the Company hastransferred unclaimed dividend pertaining to financial year 2012-13 amounting toRs.1341085/- to the IEPF. The details of dividend to be transferred to IEPF in this yearand subsequent years are provided in the Corporate Governance Report which is annexed tothis report.

Further in the year 2020-2021 21921 shares of such shareholders whose dividendremained unclaimed for past seven consecutive years were transferred to IEPF. The detailsof shares proposed to be transferred to IEPF in the current year are available on thewebsite of the Company www.venkys.com.

SECRETARIAL STANDARDS

The Company has complied with all the applicable and effective Secretarial Standardsissued by the Institute of Company Secretaries of India from time to time.

INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014.

A. Conservation of Energy

The operations of the Company are not very power intensive. Nevertheless the Companycontinues its efforts to conserve energy wherever practicable by economizing on the useof power at the farms hatchery and offices. The Company has installed state-of-the-arthatchers and setters at its hatcheries.

B. Technology Absorption

1. Research and Development (R & D)

a) Specific areas: R & D activities of the Company are concentrated in the areas ofdeveloping wider application of Specific Pathogen Free (SPF) eggs and application ofvarious breeder management techniques to improve productivity and increase feedefficiency.

b) Benefits derived: Wider acceptance of SPF eggs in the manufacturing of human andlivestock vaccines in India and higher production and increased feed efficiency ofbreeders.

c) Plan of action: Further promotion of SPF eggs applications in the biologicalindustry.

d) Expenditure on R & D: The expenditure incurred by the Company during the year onResearch and Development was Rs.

293.32 Lakhs.

2. Technology Absorption Adaptation and Innovation

a) Efforts made : The Company maintains continuous interaction with Charles RiverLaboratories Inc. (formerly SPAFAS Inc.) U.S.A. for absorption of technology.

b) Benefits :

i. Development of new application

ii. Savings in foreign exchange through import substitution.

c) Technology Imported : SPF egg production and Reagent production technologies wereimported from Charles River Laboratories Inc.

The benefit of the ongoing research by them in the said technologies is being derivedby the Company through continued association with them.

C. Foreign Exchange Earnings and Outgo

1. Efforts have been made to increase exports of hatching eggs and SPF eggs.

2. Earnings and outgo: a. Foreign exchange earnings (FOB): Rs. 414.27 Lakhs b. Foreignexchange outgo: Rs. 6857.45 Lakhs

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the excellent services of theemployees at all the levels. The Company also expresses its thanks to its shareholdersbankers Central and State Governments and district level authorities Stock Exchangesdealers and customers of the Company for their valued support.

For and on behalf of the Board of Directors
Pune Anuradha J. Desai
May 10 2021 Chairperson

.