The Directors have pleasure in presenting their 22nd Annual Report
together with the Audited Financial Statements of your Company and its
subsidiary for the year ended 31st March, 2015.
1. Financial summary or highlights:
The summarized standalone and consolidated results of your Company and
its subsidiary are given in the table below:
(Rs. in Lacs)
Total Income 1,78,527.80 1,13,528.81
Profit/(loss) before Interest,
Depreciation & Tax (PBITDA) 19,039.35 11,421.59
Finance Charges 175.00 349.96
Depreciation 879.67 553.74
Provision for Income Tax
(including for earlier years) 6,326.82 3,542.89
Net Profit/(Loss) After Tax 11,657.86 6,975.00
Profit/(Loss) brought forward
from previous year 10,395.51 5,728.35
Profit/(Loss) carried to Balance Sheet 17,847.03 10,409.34
Particulars Financial Year ended
Total Income 31/03/2015 31/03/2014
Profit/(loss) before Interest, 1,78,527.80 1,13,528.81
Depreciation & Tax (PBITDA)
Finance Charges 18,973.70 11,488.06
Depreciation 175.00 349.96
Provision for Income Tax 879.67 553.74
(including for earlier years)
Net Profit/(Loss) After Tax 6,326.82 3,542.89
Profit/(Loss) brought forward 11,592.21 7,041.47
from previous year
Profit/(Loss) carried to Balance Sheet 10,720.81 5,987.19
2. Summary of Operations & State of Company''s affairs:
The Profit for the year under consideration i.e. 2014-15, before
depreciation, finance charges and tax is Rs.19,039.35 lacs as compared
to a profit of Rs. 11,421.59 lacs in the previous financial year. The
Profit for the year after tax is Rs. 11,657.86 lacs as against a Profit
of Rs. 6,975.00 lacs during the previous financial year.
For the fifth consecutive year there was overall increase in the shrimp
culture both in terms of water spread area and stocking density, mainly
because of success of Vannamei shrimp culture. Your directors are glad
to inform that your Company''s Shrimp Feed sales grew by 56% in
quantitative terms. Your Company''s high quality of shrimp feed and
technical support to the farmers by educating them with best culture
practices has made our feed one of the most preferred feed by the
farmers. The year 2014-15 ended with shrimp feed sales at 2,33,489 MT,
an increase of 83,598 MT as compared to previous financial year .
The shrimp processing and export division sales recorded export of
3,409 MT as against 3,289 MT in the previous year. During the year US
authorities started checking each container exported to their country
for presence of antibiotic residues. Because of stringent checking
there were inordinate delays in clearing of the goods with additional
expenditure to the exporters. Due to this, your Company could not show
improvement in its operations in this division.
The four wind mills of your Company located in Karnataka State with a
total capacity of 3.2 MW have generated 55.41 lakh units as against
62.39 lakh units in the previous year. The fall in generation is due to
reduced wind velocity during the year. The power generated during the
year was sold to Karnataka Power Transmission Corporation Limited under
No material changes and commitments have occurred after the close of
the financial year till the date of this report which effect the
financial position of the Company.
During the year under review, there is no change in nature of the
business of the Company. The affairs of the Company are conducted in
accordance with the accepted business practices and within the purview
of the applicable legislations.
3. Share Capital:
As on 31st March, 2015, the issued, subscribed and paid up share
capital of your Company stood at Rs.9,08,30,420./-, comprising
90,83,042 equity shares of Rs.10/- each.
Your Directors have recommended a dividend of Rs.27.50 ps per equity
share of Rs.10/- each fully paid up, for the Financial Year 2014-15.
The dividend if declared by the Members at the 22 nd Annual General
Meeting to be held on 8th August, 2015, will be paid on or before 23 rd
The Company proposes to transfer Rs.1200 lakhs to the General Reserve
out of the Profits available for appropriation.
6. Composition of the Board and details of Board meetings:
Sl Name Designation
1 Sri A. Indra Kumar Chairman & Managing Director
2 Sri C. Ramachandra Rao Joint Managing Director,
Company Secretary &
Chief Financial Officer
3 Sri N. Ram Prasad Director
4 Sri A.V. Achar Independent Director
5 Sri B.V. Kumar Independent Director
6 Sri M.S.P Rao Independent Director
7 Sri K. Ramamohana Rao Independent Director
8 Sri N.V. D.S. Raju Independent Director
9 Smt. K. Kiranmayee Independent Director
10 Sri Bunluesak Sorajjakit Director
11 Sri Wai Yat Paco Lee Director
12 Sri J.S.V Prasad, IAS Nominee Director (Nominee of
[from 15.12.2014] Andhra Pradesh Industrial
Development Corporation Ltd)
13 Smt. Anita Rajendra,IAS Nominee Director (Nominee of
(upto 15.10.2014) Andhra Pradesh Industrial
6.1 Number of Board Meetings:
During the year 2014-15, Four Board meetings were held.
The details are as under:
Sl Date of the meeting No. of Directors attended
No the meeting
1 30.05.2014 6
2 02.08.2014 9
3 08.11.2014 7
4 31.01.2015 8
6.2 Committees of the Board:
The details of the Committees of the Board viz., Audit Committee,
Nomination and Remuneration Committee Stakeholders Relationship
Committee and Share Transfer Committee are reported in the Report on
Corporate Governance which forms part of the Board''s Report.
6.3 Meeting of Independent Directors:
The details on the separate meeting of the Independent Directors is
reported in the Report on Corporate Governance which forms part of the
6.4 Familiarization Programme for Independent Directors:
The details of the familiarization programme for the Independent
Directors is reported in the Report on Corporate Governance which is
attached to the Board''s Report.
7 . Changes in Directors and Key Managerial Personnel:
During the year under review, Andhra Pradesh Industrial Development
Corporation Limited has withdrawn the nomination of Smt. Anita Rajendra
IAS on 15.10.2014 and appointed Sri J.S. V Prasad, IAS on 15.12.2014.
The Board placed on record its appreciation for the contribution and
guidence provided by Smt. Anita Rajendra, IAS during her tenure as
The Board appointed Sri N.V.D.S. Raju and Smt. K. Kiranmayee as
additional directors who would also be Independent Directors with
effect from 11.3.2015, subject to approval of members.
The above additional Directors will hold office pursuant to Section 161
(1) of the Companies Act, 2013 upto the date of ensuing Annual General
Meeting. The Company has received notices in writing from members along
with deposit of requisite amount under Section 160 of the Companies
Act, 2013 proposing the candidatures of Sri. N.V.D.S. Raju and Smt. K.
Kiranmayee for the office of Directors.
In the opinion of the Board Sri. N.V.D.S.Raju and Smt. K.Kiranmayee
fulfil the conditions for appointments as Independent Directors as
specified under the Companies Act, 2013 and Listing Agreement. Sri.
N.V.D.S.Raju and Smt. K. Kiranmayee are independent of management. The
resolutions for the appointment of above individuals as Independent
Directors w.e.f. 11th March, 2015 are proposed for consideration and
approval by the members at the ensuing AGM.
In terms of Article 105 and 106 of the Articles of Association of the
Company Mr.Bunluesak Sorajjakit and Mr.Wai Yat Paco Lee retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment . The resolution to that effect are
prepared for consideration and approval by the members at the ensuing
Mr. C. Ramachandra Rao, Joint Managing Director and Company Secretary
is the Chief Financial Officer with effect from 01.10.2014.
8. Change of Registered Office:
The members of the Company approved the Shifting of Registered Office
from Hyderabad, Telangana State to Visakhapatnam, Andhra Pradesh, by
alteration of the situation clause of the Memorandum of Association of
the Company, by way Special Resolution through Postal Ballot on
31.07.2014. The Company submitted Petition to Regional Director, South
East Region (SER), Ministry of Corporate Affairs (MCA), Hyderabad for
confirmation of alteration of Memorandum of Association. The Regional
Director, SER, MCA , Hyderabad vide his order dated 30.10.2014
confirmed the alteration of situation clause of the Memorandum of
Association as approved by the Members. The order of the Regional
Director was filed with the Registrar of Companies and the order was
registered by Registrar of Companies, Hyderabad on 05.12.2014.
The Registered Office of the Company is situated at Plot No.3, House
No.3, Baymount, Rushikonda, Visakhapatnam-530045, Andhra Pradesh. The
Corporate Office of the Company is situated at No.G-2, Concorde
Apartments, 6.3.658, Somajiguda, Hyderabad.500 082, Telangana State.
9. Listing at National Stock Exchange:
The Company''s shares were listed at Bombay Stock Exchange and Madras
Stock Exchange. By virtue of listing at Madras Stock Exchange the
shares of the Company are traded under permitted to trade category at
National Stock Exchange(NSE). NSE vide their circular dated 06.01.2015
had withdrawn the permission to trade the shares due to de-recognition
of Madras Stock Exchange by Securities and Exchange Board of India.
The Company applied for Listing of equity shares with NSE, Mumbai and
the NSE approved the listing and admitted dealings in equity shares
w.e.f. 15.4.2015. Consequently, the equity shares of the Company are
listed and traded presently at Bombay Stock Exchange and National Stock
10. Change of address of Registrars and Transfer Agents to the new
The Registrars and Transfer Agents i.e. Karvy Computershare Private
Limited shifted their office to the new premises at Hyderabad with
effect from 01.04.2015. The new address of the Registrars and Transfer
agents is as under:
Karvy Computershare Private Limited
Karvy Selenium Tower-B, Plot No. 31 & 32,
Financial District, Gachibowli, Nanakramguda, Serilingampally
Hyderabad 500 008, India
Phone No.: 040-67162222
Email id: einward@ris@ karvy.com
11. Extract of Annual Return:
Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of
the Companies (Management and Administration) Rules, 2014, extract of
annual return enclosed at Annexure-1.
12. Directors'' Responsibility Statement:
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the Profit and
Loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
(e) the directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
13. Internal financial controls:
The internal financial controls with reference to the Financial
Statements for the year ended 31st March, 2015 commensurate with the
size and nature of business of the Company.
The measures implemented for internal financial controls include
Multiple authority levels for approval of expenditures, budgetary
controls, concurrent internal audit etc.
14. Declaration by Independent Directors:
Sri A.V Achar, Sri B.V. Kumar, Sri M.S.P Rao, Sri K. Ramamohana Rao,
Sri N.V.D.S. Raju and Smt. K. Kiranmayee are Independent Directors on
the Board of your Company. In the opinion of the Board and as confirmed
by these Directors, they fulfil the conditions specified in section
149(6) of the Act and the Rules made thereunder about their status as
Independent Directors of the Company.
15. Policy on directors'' appointments and Remuneration including
Criteria for determining qualifications, positive attributes etc. :
The details of Policy on directors appointment and Remuneration (i.e.
Nomination and Remuneration Policy), criteria for determining
qualifications, positive attributes, independence of directors are
included in Report on Corporate Governance forming part of the Board''s
Further, the information about the elements of remuneration package of
individual directors is provided in the extract of the Annual Return in
Form MGT-9 enclosed at Annexed-1 of Board''s Report.
16. Statutory Auditors, their Report and Notes to Financial
At the 21st Annual General Meeting of the Company held on 2nd August,
2014, M/s. Karvy & Company, Chartered Accountants Hyderabad have been
appointed as Statutory Auditors of the Company for a period of three
years i.e. (2014-15,2015-16 and 2016-17). The ratification of
appointment M/s Karvy & Company, Chartered Accountants as Statutory
Auditors for the year 2015-16 is proposed at the ensuing AGM.
Further, the report of the Statutory Auditors along with notes to
Schedules are annexed to this report.
17. Secretarial audit:
In terms of Section 204 of the Companies Act 2013 and the Rules made
thereunder, M/s.V. Bhaskara Rao & Co., Hyderabad Practicing Company
Secretary has been appointed as Secretarial Auditor of the Company for
the year 2014-15, on a remuneration of Rs.1,00,000/- plus service tax
as applicable and reimbursement of actual travel and out of pocket
expenses. The report of the Secretarial Auditors is annexed to this
18. Internal audit:
In terms of Sec.138 of the Companies Act, 2013 and the relevant Rules,
the Company appointed Smt. Santhilatha, Chartered Accountant, an
employee of the Company as Internal Auditor. The Internal Auditor
directly reports to the Audit Committee.
19. Explanations on qualifications made by the Auditors:
There were no qualifications, reservations or adverse remarks or
disclaimers made by (i) Statutory Auditors i.e. Karvy & Co., Chartered
Accountants, Hyderabad, in their report and (ii) V Bhaskara Rao & Co.,
Practising Company Secretaries, Hyderabad in their Secretarial Audit
20. Particulars of Loans, Guarantees or Investments:
The details of the Loans, Guarantees and Investments as on 31.03.2015
are as under :
a) Loans : NIL
b) Guarantees : NIL
c) Investments : The details of the investments as on 31.03.2015 are
given at Note No.12 & 15 of
Notes to financial statements.
21. Particulars of contracts or arrangements with Related Parties:
The Company formulated the Policy on dealing with Related Party
Transactions. The details of the policy are reported in the Report on
Corporate Governance which forms part of this Report.
The details of contacts or arrangements with related parties made by
the Company during the year 2014-15 is enclosed at Annexure-2 in form
22. Details of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo:
(a) Conservation of Energy:
(i) the steps taken or impact on conservation of energy
Implemented programme for recording power consumption of individual
machines and corrective action is taken wherever excess consumption is
VFD are installed at pallet mills in all the units of the Company.
Potential changing of power connectivity at Unit -II from 11 kv to 33
CFL lights are replaced with LED lights.
(ii) the steps taken by the Company for utilizing alternate sources of
Solar lights are installed on trail basis in Gujarat plant.
(iii) the capital investment on energy conservation equipments
Rs. 79.70 lacs
(b) Technology absorption : Not Applicable
(c) Foreign Exchange Earnings and Outgo:
During the year under review, the total Foreign Exchange outgo was
Rs.5,632.59 lacs and the total Foreign Exchange earned was Rs.
23. Risk Management Policy:
In terms of the requirement of Section 134(3)(n) of the Companies Act
2013, the Company has developed and implemented the Risk Management
Policy. Audit Committee and the Board reviews the same periodically.
The details of the Policy are reported in the Report on Corporate
Governance which forms part of the Board''s Report.
24. Corporate Social Responsibility Committee:
The Corporate Social Responsibility (CSR) Committee constituted by the
Board comprises following Members. Composition:
Sl. Name Designation Chairman/ Members
1 Sri A. Indra Kumar Chairman & Chairman
2 Sri C. Ramachandra Rao Joint Managing Member &
Director, Company Compliance
Secretary & CFO Officer
3 Sri N. Ram Prasad Non-Executive
4 Sri A.V Achar Independent Member
5 Sri B.V. Kumar Independent Member
24.1 Terms of Reference:
The Committee is primarily responsible for formulating and recommending
to the Board of Directors a Corporate Social Responsibility (CSR)
Policy and monitoring the same from time to time, amount of expenditure
to be incurred on the activities pertaining to CSR and monitoring CSR
24.2 CSR Policy:
The CSR Committee has formulated and recommended to the Board, a CSR
Policy indicating the activities to be undertaken by the Company, which
has been approved by the Board. During the year 2014-15, a meeting of
the Corporate Social Responsibility Committee was held on 31.1.2015.
As per the Sec.135(5), an amount of 2 percent of the average net
Profits of the Company made during the three immediately preceding
financial years which works out to Rs.135.86 lacs is to be spent
towards Corporate Social Responsibility Activities. The Company has
spent Rs.72.18 lacs towards the CSR activities in the financial year
2014-15. The details on CSR Policy developed and implemented by the
Company is enclosed at Annexure-3 of Board''s Report.
The Company is in the process of identifying suitable project(s) under
CSR activity, as such the required amount could not be spent.
25. Manner in which formal annual evaluation has been made by the
Board of its own performance and that of its Committees and Individual
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of
the Listing Agreement, the Board has carried out evaluation of (i) its
own performance, (ii) the directors individually and (iii) working of
its Committees. The manner in which the evaluation was carried out is
reported in the Report on Corporate Governance forming part of this
26. Statement containing salient features of financial statements of
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient features of the financial statements of
Company''s subsidiary and associate companies is enclosed at Annexure-4
of Board''s Report.
The policy for determining material subsidiaries as approved, may be
accessed at the Company''s website: http://www.avantifeeds.com/Policies/
26.1 Report on the performance of Subsidiaries, Joint Ventures and
The report on the business of the Subsidiary, Joint Venture and
Associate companies as on 31.03.2015 is as follows:
Svimsan Imports and Exports Private Limited : No business activity.
26.3 Joint Ventures :
During the year under review there were no Joint Ventures.
26.4 Associate Companies:
1. Srivathsa Power Projects Private Limited:
The Company has a 17.2 MW gas based independent power project located
at Razole, East Godavari District of Andhra Pradesh. Avanti Feeds
Limited holds 49.99% of equity shares of the Company. The unit is not
in operation since July, 2014, as gas supplies are stopped by Gas
Authority of India Limited (GAIL) due to blast in their gas supply
pipeline. The GAIL informed that they will be completing the laying of
new pipeline by June, 2015 and gas supplies may resume from September,
2015. During the year 2014-15, the Company reported a turnover of
Rs.436.53 lacs and a loss of Rs.164.53 lacs after charging interest and
2. Patikari Power Private Limited:
The Company has a 16 MW Hydel Power Project in Himachal Pradesh. Avanti
Feeds Limited holds 25.88% of equity shares of the Company. During the
year 2014-15, the Company generated 62.85 lacs saleable energy units,
yielding a gross sales income of Rs.1414.22 lacs and a net profit of
Rs.86.61 lacs after charging interest, depreciation and tax.
26.5 Names of companies which have become or ceased to be subsidiaries,
joint ventures or associate companies:
During the year under review, there were no companies which have become
or ceased to be Subsidiaries, Joint Ventures or associate companies.
(a) Accepted during the year - NIL
(b) Remained unpaid or unclaimed as at the end of the year- NIL
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and total amount involved
(i) At the beginning of the year - NIL
(ii) Maximum during the year- NIL
(iii) At the end of the year- NIL
27.1 Details of Deposits which are not in compliance with the
requirements of Chapter V of Companies Act, 2013:
The Company has not accepted any deposits from the public and as such
there were no deposits which are not in compliance with the
requirements of Chapter V of the Companies Act 2013.
28. Significant and material orders passed by the regulators:
None of the orders passed by Court or Tribunal has impact on the going
concern status of the Company or significant impact on Company''s
29. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The following is a
summary of sexual harassment complaints received and disposed off
during the year 2014-15:
No of complaints received: Nil.
No of complaints disposed off: Nil.
30. Corporate Governance:
As a listed Company, necessary measures are taken to comply with the
Listing Agreement with the Stock Exchanges. Report on the Corporate
Governance together with a certificate on compliance of Corporate
Governance by Independent Auditors forms part of this Report.
31. Management Discussion & Analysis:
Management Discussion and Analysis Report is annexed which forms part
of this Report.
32. Whistle Blower Policy:
The Company established Whistle Blower Policy for directors and
employees to report concerns about unethical behaviour, actual or
suspected fraud or violation of the Company''s code of conduct or ethics
policy. The details are reported in the Report on Corporate Governance
which forms part of this Report.
33. Remuneration of Directors:
The details of the remuneration paid to Sri A. Indra Kumar, Chairman
and Managing Director and Sri C. Ramachandra Rao, Joint Managing
Director are as under: (Rs. in Lacs)
A. Indra Kumar C. Ramachandra Rao
Pay 137.09 96.00
Exgratia 17.14 12.00
Perks 2.21 -
PF. Contribution 10.28 7.20
Super Annuation 11.04 9.25
Commission on Profits 786.16 589.62
Total : 963.92 714.07
34. Human Resources :
Your Company treats its human resources as one of its most important
assets. Your Company continuously invests in attracting, retaining and
development of talent on an ongoing basis. Your Company''s thrust is on
the promotion of talent internally through job rotation and job
35. Particulars of Employees :
The statement containing particulars of employees as required under
section 197(12) of Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 indicating (i) the ratio of remuneration of each director
to the median employees remuneration and other details and (ii)
statement showing the details of employees who are in receipt of
remuneration of Rs.5,00,000 or more are given in the Annexure-5 forming
part of this report.
Your Directors take this opportunity to express their deep and sincere
gratitude and appreciation for co-operation extended by the
Governmental Agencies, Shareholders and Banks from time to time. Your
Directors also place on record their appreciation for the contributions
made by the employees through their dedication, hard work and
commitment. Your Directors also convey thanks and appreciation to the
valued customers and dealers for their continued patronage.
For and on behalf of the Board
Avanti Feeds Limited
A. Indra Kumar
DIN - 00190168
Date : 09.05.2015 Chairman & Managing Director
Place : Hyderabad