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Explore Advanta connections « Dec 09
Directors Report Year End : Dec '10
We are pleased to present the 17th Annual Report on the business and
 operations of your Company.  The financial highlights for the year
 under review are given below:
 
 Description                Consolidated           Stand Alone
                            (Rs. In Lacs)          (Rs. In Lacs)
 
                           Current   Previous    Current   Previous 
                           Year      Year        Year      Year 
 
 Sales Including 
 other Income              70652.07  69,834.04   14052.22   11,008.25
 
 Earnings Before 
 interest, Tax
 Depreciation and 
 Amortization              7135.96   10,081.04   (248.11)   (1541.89)
 
 Exceptional Items        (1362.50)      --         --          --
 
 Profit / (Loss) 
 Before Tax (PBT)         (3161.72)    1663.96  (2976.14)   (4,328.19)
 
 Profit / (Loss) 
 After Tax (PAT)          (2967.70)    2520.03  (2976.14)   (4,143.00)
 
 Profit / (Loss) 
 After Tax (Net of 
 Minority Interest
 & prior period 
 adjustment)              (2745.29)    2,705.03  (2976.14)   (4,143.00)
 
 Add: Balance brought 
 forward from 
 previous Year             16399.50    13,891.51   195.57     4,535.60
 
 Surplus Available for 
 Appropriations            13654.21    16,596.54  (2780.57)     392.61
 
 Appropriations
 
 Proposed Final Dividend      --          168.42      --        168.42
 
 Tax on Dividend              --           28.62      --         28.62
 
 Transfer to 
 General Reserve              --             --       --           --
 
 Balance Transferred 
 to Balance Sheet           13654.21    16,399.50  (2780.57)    195.57
 
 TOTAL                      13654.21    16,596.54  (2780.57)    392.61
 
 Conversion rates as on 31st December, 2010:
 
 For Balance Sheet items (Closing Rate)    For Profit & Loss Account
                                            (Average Rate)
 
 1USD = Rs. 44.76                                 Rs. 45.65
 
 1AUD = Rs. 45.58                                 Rs. 43.73
 
 1EURO = Rs. 59.84                                Rs. 63.46
 
 1THB = Rs. 1.49                                  Rs. 1.44
 
 1IDR = Rs. 0.00497                               Rs. 0.00493
 
 1BRL = Rs. 26.97                                 Rs. 26.86
 
 OPERATIONS
 
 During the year, the Company has recorded a consolidated total income
 of Rs. 70,652.07 lacs as against Rs. 69,834.04 lacs for the previous
 year, which is 1.17% higher than that of the previous year. The
 consolidated loss after tax stood at Rs. 2,745.29 lacs for the current
 year as against Profit after tax of Rs. 2,705.03 lacs for the previous
 year.
 
 The business of the company performed very well in Australia and
 Argentina during the year. The performance of sorghum, canola, mustard
 and sweet corn crops during the year was excellent. Adverse weather
 conditions contributed to lower performance in Thailand which pulled
 down the performance of corn as a crop. Global sunflower markets were
 under tremendous pressure during the year because of which the
 sunflower seed sales of the company, particularly in Africa, Pakistan
 and India were adversely affected. The company carried out
 restructuring activities in Australia wherein the employee strength was
 optimized. This should help the company in reducing operating costs in
 2011. During the year, the company acquired the business of an
 established sorghum seed company called Crosbyton Seeds in Texas, USA.
 This acquisition helps the company to increase its market share in US
 sorghum markets by a wide margin. The frst commercialization of
 Nutrisun oil took place during the year. The product has made an impact
 with some of the customers and we are expecting a bright business
 development to take place in the future.
 
 As stipulated in the Listing Agreement with the Stock Exchanges, the
 consolidated financial statements have been prepared by the Company in
 accordance with the relevant accounting standards issued by the Central
 Government under Companies (Accounting Standards) Rules, 2006. The
 audited consolidated financial statements together with Auditors’
 Report thereon form part of the Annual Report.
 
 FUTURE OUTLOOK
 
 The weather conditions have come back to normal in Australia and
 Thailand. As such we are expecting a conducive weather for 2011
 business. The agricultural commodity prices have started looking up on
 all fronts. This should help our business prospects in 2011. The
 development of high quality forage market is taken up by the company in
 India with products like Nutrifeed and Sorghum BMR 6. This segment has
 a very bright future. The prospects in the hybrid mustard market look
 very bright. The company has started new sunflower breeding programme
 in France and a new corn breeding programme in Brazil. These
 investments should give the company considerable advantage in new
 markets like Europe and Brazil in future. The company is investing in
 developing sorghum market in Africa which should give very good returns
 in the medium term. Similarly the strong performance of tropical corn
 hybrids of the company are being taken to new countries in the Asian
 region which should help the company in expanding the business in
 future. The company has made considerable progress in some of the Latin
 American countries like Mexico, Colombia, Bolivia, etc with sunflower,
 corn and sorghum and these investments are expected to yield rich
 results in future. Development of sunflower markets in Europe and CIS
 countries is going at a rapid pace. Introduction of GM traits into the
 company’s products has been moving at high speed particularly in corn,
 canola, cotton and other crops. This should help the company to
 participate effectively in this fast growing market.  The wheat
 breeding programme in Australia has started seeing commercial success
 of the products and this is expected to pick up speed in the next few
 years.
 
 DIVIDEND
 
 The Board of Directors do not recommend any Dividend for the Financial
 year ended 31st December, 2010 in view of the loss incurred during the
 said year. As such, no amount is proposed to be transferred to General
 Reserve.
 
 SUBSIDIARIES
 
 As on date, your Company has five direct subsidiaries: Unicorn Seeds
 Private Limited - India, Advanta Holdings B.V.  - Netherlands, Advanta
 Seeds International - Mauritius, Advanta Seeds Limited - India, PT
 Advanta Seeds Indonesia - Indonesia. We have ten step-down
 subsidiaries: Advanta US Inc. - U.S.A., Advanta Netherlands Holdings
 B.V. - Netherlands, Advanta Finance B.V. - Netherlands, Advanta
 International B.V. - Netherlands, Pacifc Seeds Holding (Thailand) Ltd -
 Thailand, Advanta Comercio De Sementas LTDA - Brazil, Pacifc Seeds Pty.
 Ltd. - Australia, Advanta Semillas, SAIC - Argentina, Pacifc Seeds
 (Thai) Ltd. - Thailand, Long Reach Plant Breeders Management Pty. Ltd.
 - Australia.
 
 Pursuant to the provisions of Section 212 of the Companies Act, 1956,
 the Company is required to attach the Directors’ Report, Balance Sheet,
 Profit and Loss account and other documents of its subsidiaries along
 with its Balance Sheet.
 
 However, the Ministry of Corporate Affairs, Government of India has
 granted approval that the requirements to attach various documents in
 respect of subsidiary companies, as set out in section 212(1) of the
 Companies Act, 1956 shall not apply to the Company. Accordingly, the
 Annual Report does not contain the Balance Sheet, Profit and Loss
 account, Directors’ Report and other documents of these subsidiaries.
 However, the Company has attached the consolidated financial statements
 duly audited by the Auditors for the year ended 31st December, 2010.
 The Audited consolidated
 
 statements of your Company form part of the Report as per Accounting
 Standard - 21. Abridged Financial Information of Subsidiaries is
 attached herewith. The Annual Accounts of the subsidiary Companies and
 the related detailed information will be made available to the holding
 and subsidiary companies investors seeking such information at any
 point of time.  Further, the Annual Accounts of the subsidiary
 Companies will also be kept for inspection by any investor in its head
 office and that of the subsidiary companies concerned. Further,
 Statement as required under Section 212 in respect of Subsidiary
 Companies is annexed to this Report.
 
 CASh FLOW ANALYSIS
 
 The Cash Flow Statement for the year under reference in terms of Clause
 32 of the Listing Agreement entered into by the Company with the Stock
 Exchanges is annexed hereto.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-23 on Accounting
 for Investment in Associates and with reference to Clause 32 of the
 Listing Agreement, your Directors present the Audited Consolidated
 Financial Statements in the Annual Report.
 
 MODERNISATION / EXPANSION PROJECTS
 
 The company is investing in expanding the biotech laboratory in
 Hyderabad and at Balcarce, Argentina. These investments will help in
 increasing the capacity in modern technology areas like molecular
 markers and transformation of crop with GM traits. Investments are made
 in strengthening processing facilities in Thailand and US.
 
 ACQUISITION
 
 As reported previously, the acquisition of 100% of the Assets and
 Business of Crosbyton Seed Company (CSC) Crosbyton, Texas, USA has
 been completed. The said acquisition has yielded good business results.
 
 RESEARCh & DEVELOPMENT
 
 The company continues to invest heavily in research. During the year
 about 12% of the revenue was invested in research and development.
 There has been a signifcant increase in the research outlay of the
 company in the last three years, the results of which will come in the
 future. We are investing in increasing the speed of our breeding
 program by using modern tools like molecular breeding. New breeding
 stations are set up in Toulouse, France (for sunflower) and Brazil (for
 Corn) which will give the company considerable depth in these crops in
 the future. The vegetable breeding program in India has been
 strengthened considerably and along with the sub station in Egypt, this
 program is expected to change the Profile of our vegetables range in
 the next 2 - 3 years. There has been a change in the leadership of the
 research function in the company and a new thrust is being given by the
 new leadership to bring about greater rigour into the commercial
 aspects of the research program that the company is undertaking.
 
 The Company has incurred revenue expenditure of Rs. 6,623.20 lacs (LY:
 Rs. 5,013 lacs) during the year in addition to capital expenditure.
 
 ESOP SChEME & CAPITAL STRUCTURE
 
 The Advanta India Limited Employees Stock Option and Shares Plan 2006
 (Plan) implemented by the company in the year 2006 to reward and
 motivate its employees for better performance is in force. The company
 has issued and allotted 10,351 Equity Shares of Rs. 10/- each during
 the financial year ended 31st December 2010 and 2223 Equity Shares of
 Rs. 10/- each on February 28, 2011 against the exercise of options. The
 paid-up-capital of the Company as on date is Rs. 168,542,120/- (Rupees
 Sixteen Crores Eighty Five Lakhs Forty Two Thousand One Hundred and
 Twenty only). The particulars of shares allotted during the year are as
 follows:
 
 NON-CONVERTIBLE DEBENTURES
 
 During the year under review, the Company has issued Non-Convertible
 Debentures of Rs.375 Crores in two trenches, i.e.  of Rs.250 Crores on
 13th March, 2010 and Rs.125 Crores on 25th September, 2010 in Demat
 mode. The said Debentures are listed in Wholesale Debt Segment of the
 BSE and presently the said Debentures are permitted for trading under
 Debt Segment of BSE.
 
 COMMERCIAL PAPER
 
 In January 2011, the Company has issued Commercial Paper (CP) for Rs.15
 Crores, i.e., 300 units of Rs.5 lacs each in Demat mode, having a tenor
 of 364 days, wherein M/s Axis Bank Ltd., Begumpet, Hyderabad has been
 appointed as Issuing and Paying Agent. The said Instruments were rated
 PR1+ (SO) by CARE, the Credit Rating Agency.
 
 WIThDRAWAL OF DRAFT LETTER OF OFFER (DLOF) – RIGhTS ISSUE
 
 As the members are aware, the Company had planned to raise funds of
 about Rs.500 Crores through issue of securities on Rights basis. Since
 the then proposed Rights issue consisted of issue of compulsorily
 convertible preference shares and warrants convertible into Equity
 Shares to the share holders of the company including the persons
 resident outside India including FIIs and NRIs, the Company made an
 Application to FIPB to seek its approval. However, the said Authority
 did not accept the company’s proposal on the grounds that the issue is
 not in conformity with the current permissible scope of FDI in
 agriculture for development of seeds.
 
 In light of this and as advised by SEBI, the Company withdrew the Draft
 Letter of Offer (DLOF) fled with SEBI.
 
 Further, the Company is revisiting on its fund raising plans and in
 this regard, an EGM is convened to be held on 17th March, 2011, wherein
 an enabling resolution is proposed for the consideration of the
 members, authorizing and empowering the Board to raise funds up to an
 amount of Rs.750 Crores
 
 AUDITORS AND AUDITORS REPORT
 
 M/s. SR Batliboi and Associates, Chartered Accountants, Statutory
 Auditors of the Company, hold office until the conclusion of the
 ensuing Annual General Meeting. They have expressed their willingness
 to continue and confirmed that their appointment, if made will be
 within the limits prescribed under Section 224 of the Companies Act,
 1956. Board of Directors recommends their appointment.
 
 Statutory Auditors of the Company vide Para 7 in their report on
 Consolidated Financial Statements read with Note No.10 of Schedule 21
 (Notes to Consolidated Accounts) have qualifed the recognition of
 deferred tax assets with respect to the subsidiary Companies, i.e,
 Pacifc Seeds Holding (Thailand) Ltd., Longreach Plant Breeders
 Management Pty Ltd., PT Advanta Seeds Indonesia, Advanta Comercio De
 Sementes Ltd., Pacifc Seeds Pty Ltd., and Advanta Semillas SAIC stating
 that there is no suffcient virtual certainty to indicate that these
 companies will have suffcient taxable Profits against which the unused
 tax losses can be utilized.
 
 In this regard, your attention is requested to Note No.10 of Schedule
 21 (Notes to Consolidated Accounts) on recognition of deferred taxes
 containing management’s opinion that the said unused losses can be
 utilized.
 
 Auditors of the Company vide Clause 8 of their report on Consolidated
 Financial Statements have qualifed their report about segment
 reporting.
 
 your attention is invited to Note No.15 of Schedule 21, wherein the
 management explained its view that providing the said information would
 be prejudicial to the interest of the Company.
 
 DIRECTORS
 
 Pursuant to the provisions of Section 256 of the Companies Act, 1956
 and the Articles of Association of the Company, Mr. Vinod Sethi and Mr.
 Hardeep Singh, Directors of the Company retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment. Board of Directors recommends their re-appointment.
 
 PUBLIC DEPOSITS
 
 The Company has neither accepted nor renewed any deposits from public
 within the meaning of Section 58A and 58AA of the Companies Act, 1956,
 and the Companies (Acceptance of Deposit) Rules, 1975, during the year
 under review.
 
 EMPLOYEES STOCK OPTION PLAN (ESOP)
 
 The Advanta India Limited Employees Stock Option and Shares Plan - 2006
 (ESOPs) as approved by the Shareholders on 20th September, 2006 is in
 force. In accordance with the scheme, the Company reserved 1,68,000
 Equity Shares for the employees of the Company and its subsidiaries on
 one to one basis at an exercise price of Rs. 285/- being the market
 price as per the valuation report from a Chartered Accountant on the
 date of grant. The options were granted with a vesting period spread
 over 4 years and 6 months. Out of the total options granted, vesting of
 options granted is conditional upon the employee’s tenor and upon the
 Company meeting annual performance benchmarks based on parameters set
 by the Remuneration Committee.
 
 As the intrinsic value (difference between Market price and Excise
 price) on the date of the grant was nil, no compensation cost has been
 recognized in the financial statements.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Pursuant to Clause 49 of the Listing Agreement, a report on the
 Management Discussion and Analysis is provided as ‘Annexure A’ to this
 report.
 
 CONSERVATION OF ENERGY, TEChNOLOGY ABSORPTION AND FOREIGN EXChANGE
 EARNINGS AND OUTGO
 
 The Particulars as required under sub – section (1) (e) of section 217
 of the Companies Act, 1956, read with the Companies (Disclosures of
 particulars in the report of Board of Directors) Rules, 1988, are
 provided in the ‘Annexure B’ to the director’s report.
 
 PERSONNEL
 
 The Board of Directors wishes to express their appreciation to all the
 employees for their outstanding contribution to the operations of the
 Company during the year. The information required under Section 217(2A)
 of the Companies Act, 1956 and the Rules made thereunder is provided in
 Annexure forming part of the Report. In terms of Section 219(1)(b)(iv)
 of the Act, the Report and Accounts are being sent to the shareholders
 excluding the aforesaid Annexure. Any shareholder interested in
 obtaining copy of the same may write to the Company Secretary. None of
 the employees listed in the said Annexure is related to any Director of
 the Company and all the employments are contractual in nature.
 
 GROUP FOR INTER SE TRANSFER OF ShARES
 
 As required under Clause 3(1)(e) of the Securities and Exchange Board
 of India (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997 (Regulations) persons constituting Group (within the meaning
 as defned in the Monopolies and Restrictive Trade Practices Act, 1969)
 for the purpose of availing exemption from applicability of the
 Provisions of Regulation 10 to 12 of the aforesaid Regulations, are
 given in the ‘Annexure C’ attached herewith and forms part of this
 Annual Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statement in terms of Section 217 (2AA) of the Companies Act,
 1956:
 
 i. That in the preparation of accounts for the period ended December
 31, 2010, the applicable accounting standards have been followed and
 that no material departures have been made from the same.
 
 ii. That the selected accounting policies have been applied
 consistently and the judgments and estimates are reasonable and prudent
 so as to give a true and fair view of the state of the affairs of the
 Company at the end of the financial year and of the loss of the Company
 for that period.
 
 iii. That proper and suffcient care has been taken for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 iv.  That annual accounts for the year ended 31st December, 2010 have
 been prepared on a going concern basis.
 
 CORPORATE GOVERNANCE
 
 As per Clause 49 of the Listing Agreement entered into with the Stock
 Exchanges, a separate section on Corporate Governance practices
 followed by the Company together with a certificate from the Company
 Secretary in practice confirming compliance is set out in the Annexure
 D forming part of this report.
 
 DEMATERIALIZATION OF ShARES
 
 It may be noted that the entire paid up equity share capital of the
 Company (except 2 equity shares) are held in dematerialized form as on
 31st December, 2010.
 
 LISTING
 
 The Equity Shares of your Company continue to be listed on Bombay Stock
 Exchange Limited (BSE) and National Stock Exchange of India Limited
 (NSE). There is no default in payment of Annual listing fees.
 
 Further, the Non-Convertible Debentures of the Company issued in Demat
 mode, are listed in Wholesale Debt Segment of the BSE and presently the
 said Debentures are permitted for trading under Debt Segment of BSE.
 
 ACKNOWLEDGEMENTS
 
 Your Directors extend their gratitude to various Government Agencies,
 Lender Banks, business associates/customers, vendors and Bankers for
 their continued support.
 
 your Directors place on record their sincere appreciation for the
 contribution made by the employees of the Company and its subsidiaries
 at all levels through their hard work, dedication, solidarity and
 support.
 
 Last, but not the least, your Board place on record its gratitude to
 all its stakeholders for their sustained confdence in and association
 with the Company.
 
                                    For and on behalf of the Board of
 
                                    Advanta India Limited
 
 Date : 28.02.2011                  V.R.Kaundinya      Vikram R Shroff
 
 Place : Hyderabad                  Managing Director  Director
Source : Dion Global Solutions Limited
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