advanta ltd Directors report

Directors

Dear Members,

Your Directors take pleasure in presenting the 21^st Annual Report on the business and operations of the Company together with the audited Financial Statements along with the Report of the Auditors for the financial year ended December 31, 2014.

Financial Performance

The financial highlights for the year under review are presented below:

DESCRIPTION	CONSOLIDATED		STANDALONE
	December 31, 2014	December 31, 2013	December 31, 2014	December 31, 2013
Sales including other Income	151,905.20	126,256.24	10,387.14	11,172.01
Earnings before Interest, Tax & Depreciation and Amortization	25,020.84	19,446.70	3,875.02	4,769.89
Profit before exceptional item, prior period adjustments and Tax	9,089.67	6,468.49	174.51	512.77
Exceptional Item	(888.22)	(1,668.96)	-	-
Prior period adjustments	-	-	-	-
Profit Before Tax	8,201.45	4,799.53	174.51	512.77
Profit / (Loss) After Tax (PAT)	8,353.88	4,448.71	(517.27)	464.79
Add: Balance brought forward from previous year	23,234.09	19,250.17	(2,959.59)	(2,959.59)
Adjustment on account of amalgamation of subsidiary company	-	-	-	-
Surplus Available for Appropriations	31,587.97	23,698.88	(3,476.86)	(2,494.80)
Appropriations:
Proposed Final Dividend	Nil	Nil	Nil	Nil
Tax on Dividend	Nil	Nil	Nil	Nil
Transfer to General Reserve	Nil	Nil	Nil	Nil
Transfer to Debenture Redemption Reserve	-	464.79	-	464.79
Balance Transferred to Balance Sheet	31,587.97	23,234.09	(3,476.86)	(2,959.59)

Conversion rates as on 31^st December, 2014

For Balance Sheet items (Closing Rate)	For Statement of Profit & Loss (Average Rate)
1USD = 63.0350	61.1538
1AUD = 51.7202	54.8450
1EURO = 76.6316	80.9973
1THB = 1.9171	1.8775
1IDR = 0.0050	0.0051
1BRL = 23.7196	25.9834
1AED = 17.1614	16.6496

BUSINESS OVERVIEW/OPERATIONS

Geographically, the Company has registered robust growth in all areas of its presence except in Thailand and Europe. Thailand suffered a severe nine month-long drought.

Besides, a change in the government policy on purchasing prices affected the liquidity of the farmers which adversely impacted corn planting, resulting in lower numbers for the Company. Europe slowed down due to uncertainty in the CIS region.

In the US, the Companys strategy of transitioning from a private Label to a branded one has resulted in incremental growth in the sorghum business. The Company has done excellent business in Mexico this year predominantly in Sorghum.

India also achieved creditable numbers as the Companys forage business enjoyed a strong competitive position in some important markets. Some of its crops have emerged as trademarks thereby positioning the Company as a favoured choice among its customers.

PAC-740 hybrid is gaining a lot of popularity in the rain-fed markets of India for its wide adaptability and grain colour. Hybrid rice — a legacy crop of Advanta is gaining its due share in the Eastern and Northern markets.

With the vision of increasing productivity and net income of the Indian Vegetable farmers, UPL - Advanta group, with its flagship brand, Golden Seeds, is one of the major players of the Indian Vegetable Seed Industry. From a turnover point of view it is among the top 6 players in the industry. It has a dominant market share in tropical cauliflower, beet root, peas and is geared up to take a quantum leap in the high- value segment of okra with the introduction of novel hybrids.

Business from Europe remained subdued primarily due to political crisis in Ukraine. However, the Company has received many products registrations across European countries, not only for sunflower but also sorghum. This should help the Company strengthen its position in Europe and de-risk its business from a dependence on a single crop as well as geography.

In Asia, we have doubled our volumes in the newly opened markets of Vietnam and grown in Indonesia despite supply chain limitations. Our dominance in the fresh corn segment in SE Asia continued in 2014. We work very closely with the provincial governments and developmental agencies in different PPP projects to improve farm productivity and farm incomes of small and marginal farmers in Asia.

In Africa, grain sorghum has shown a significant revenue growth of 26%. Our cutting edge hybrids have yielded 2 to 2.5 times more compared to the local varieties. This crop has one of the largest acreages in Africa and Advanta can provide Seed and Agronomic solutions to improve the yields significantly. We are working closely with various African Governments for developing this crop. Canola in the Middle East and Africa, the other important crop for this geography in which we have a leading position, has been a significant contributor to our revenue and margin growth in 2014.

FUTURE OUTLOOK / PROSPECTS

Your company with vast experience in seed production of major agricultural crops backed by a very strong in-house R&D program for crops corn, sorghum, sunflower, rice and several vegetable crops nurtured a competitive edge in seed and agribusiness.

Advanta has a great opportunity to develop its growth strategy through a combination of internally driven factors and external dynamics that have taken place in the industry today.

We will continue to focus and develop collaboration to capture wider set of resources and leverage on a particular market expertise. Also, in our specialty projects we will focus on developing those commercial partnerships, synergizing the Advantas and its partners capabilities throughout the integrated value chain.

The US: In the US, due to the transitioning from a private label to a branded one in sorghum growth is expected to continue. This will be complemented by the launch of new products from the R&D pipeline in the coming years.

India: India will be one of the major growth areas in the next five years or so. Corn, forage and some of the rapeseed business is going to grow in India and we believe that we have been capturing most of the opportunities because of our business structure and the way we enter the market.

UPL - Advanta after its transformation, has just started the new growth story within and outside the organization. With sound professional teams in place, we are all set to capture high market share and are striving to have our place in the top three vegetable seed companies of India. Our vegetable research strategy is focused on in-house breeding for tomato, okra, eggplant, hot pepper, cauliflower, gourds, watermelon and sweetcorn; and the rest through strategic tie-ups, to capture high market shares in okra, tropical corn and pepper.

Europe. The Company possesses a strong product portfolio comprising high oleic, high stearic sunflowers which position it perfectly to carve out a meaningful share over the years. Additionally, the Company is working to establish a strong presence in Russia and Romania. Further, the Company expects to get some of its most important products registered in early 2015 which should help augment sales.

Asia: Our cutting-edge research and technology development will continue to help in maintaining leadership position in South East Asia i.e., Thailand. Our focus markets beyond Thailand would be Vietnam and Indonesia where we have been growing rapidly and investing in supply chain and market development.

South Asia: Bangladesh and Sri Lanka are the other corn markets where we would continue to defend our leadership position.

Africa: This is expected to be an important growth area as Africa stands on the threshold of an agricultural revolution. The Company is working to realign its product portfolio to suit the agricultural and geographical factors.

Key crops and offerings for Africa include sorghum, sunflower, corn (white & yellow), canola, forages, rice and vegetables. The robust technology development process should enable us to expand rapidly across Africa.

Rest of the world The Company expects Australia and Argentina among other developing nations to emerge as important growth drivers in the coming years.

MODERNISATION / EXPANSION PROJECTS

We continue to evaluate the capacity and plant requirements as the business continues to develop. During 2014, the following projects were undertaken:

• Dust extraction and upgradation of control, Corn sizing in processing facility, Australia

• Installation of automatic bag placer in processing facility, Thailand

• Upgradation and expansion of parent seed processing and warehousing facility in India

We have taken up numerous negotiations and found suitable partners to assist in capacity expansion. We have also developed four year plan for upgradation and expansion of our projects.

We are evaluating IT systems to assist in development of supply chain management system to improve planning, production and inventory management.

RESEARCH & DEVELOPMENT

Advanta believes that innovation is the cornerstone of sustainable development in any corporate structure and a holistic means of ushering it is through continuous investment in research and development.

The Company invests about 10% of its revenues into its R&D programmes in select areas which represent important growth opportunities. Considering the efforts of its R&D team, the Company expects new product launches in sorghum, canola, corn and sunflower.

The Company has strong products in the pipeline in India for the coming years. For this, the team is running extensive trials to assure the farmer of their performance. In addition to trials, the team is creating a management package for the growers - "here is the new hybrid, this is the agronomic management you need to put in place in order to get the best of this hybrid. With this package, the Company hopes to increase product acceptability among the farmers.

The R&D team focuses solely on products and regions with considerable scope and not populated by bigger players, allowing the Company to play to its strengths and expand in selected areas.

DIVIDEND

The Board of Directors do not recommend any Dividend in view of the loss for the Financial Year ended 31^st December 2014.

SUBSIDIARIES

As on date, your Company has three direct subsidiaries: Advanta Holdings BV - Netherlands; Advanta Seed International - Mauritius; PT Advanta Seeds Indonesia - Indonesia and ten step-down subsidiaries: Advanta US Inc. - USA; Advanta Netherlands Holdings BV - Netherlands; Advanta Comercio De Sementas Ltda - Brazil; Advanta Seeds Pty. Ltd. - Australia; Advanta Semillas, SAIC - Argentina; Advanta (BVI) Ltd. - British Virgin Islands; Long Reach Plant Breeders Management Pty. Ltd. - Australia; Pacific Seeds (Thai) Ltd. - Thailand; Pacific Seeds Holding (Thailand) Ltd - Thailand; Advanta Seeds JLT - Dubai.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, your Company, being the Holding Company is required to attach the Directors Report, Balance Sheet and Statement of Profit and Loss and other documents of its subsidiaries along with its Balance Sheet.

In this regard, it may be noted that pursuant to the directions issued by the MCA, vide General Circular No.2/ 2011, Dt. 8^th February, 2011, general exemption has been granted to the Companies from complying with the provisions of Section 212 of the Companies Act, 1956 in respect of their subsidiaries. This implies that your Company, being the Holding Company need not attach the Balance Sheet, Statement of Profit and Loss etc., of its subsidiaries subject to compliance of certain conditions attached with the said exemption.

In view of the compliance of said conditions, audited consolidated financial statements for the year ended 31^st December, 2014, prepared in compliance with applicable Accounting Standards are attached herewith.

Further, your Company undertakes that the Annual Accounts of the subsidiary companies and the related detailed information will be made available to its shareholders and to the shareholders of its subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary companies are also available for inspection by any shareholder at its head office and that of the concerned subsidiary companies.

Further, Statement as required under Section 212 in respect of Subsidiaries is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with 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, the Audited Consolidated Financial Statements forms part of the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement is annexed hereto.

NON-CONVERTIBLE DEBENTURES

The outstanding amount of Non-Convertible Debentures as on 31^st December 2014 is RS.162 crores comprising 1620 Unsecured Non-Convertible Debentures of RS.10,00,000 each.

ISSUE OF SHARES - ESOP

During the year under review, the paid-up share capital of the Company has increased from RS.1686.85 lacs divided into 84,342,325 equity shares of RS.2 each to RS.1687.42 lacs divided into 84,371,095 equity shares of RS.2 each consequent to the allotment of 28,770 equity shares of RS.2 each to employees upon exercise of options under Employee Stock Option and Shares Plan - 2006.

The particulars of shares allotted during the FY ended 31^st December, 2014 are as follows:

Date of Allotment	Name of the Allottee	No. of Shares	Date of Listing
			BSE	NSE
30.01.2014	Mr. V.R. Kaundinya	4,035
	Dr. M. Narasimham	75	14.02.2014	17.02.2014
	Dr. Krishna Prasad	4,125
29.04.2014	Mr. V. Ameya Nayak Salatry	4,125	20.05.2014	19.05.2014
25.07.2014	Mr. Venkatram Vasantavada	4,125	25.08.2014	18.08.2014
31.10.2014	Mr. Venkatram Vasantavada	4,125
	Mr. V.R. Kaundinya	4,035	20.11.2014	20.11.2014
	Dr. Krishna Prasad	4,125
	Total	28,770

FOREIGN CURRENCY CONVERTIBLE BONDS

In July 2011, the Company had issued USD 50,000,000 Floating Rate Guaranteed Convertible Bonds due 2016 Convertible into Ordinary Shares or Global Depository Shares representing Ordinary Shares of the Company.

The said bonds are listed at Singapore Exchange Limited. These bonds are convertible into Ordinary Shares or Global Depositary Shares (GDSs) representing Equity Shares of Advanta Limited at the option of the bondholder(s).

If the bondholder(s) opt for conversion into Ordinary Shares, the equity capital of the Company will increase by an amount of RS.79,444,210 comprising of 39,722,105 equity shares of RS.2 each.

During the year under review, the Company has made necessary arrangements and appointed the required intermediaries in order to enable the Company to issue Global Depositary Receipts (GDRs), in case the bondholders opts to convert the FCCBs into GDRs. The said GDRs will be listed on Singapore Exchange and the said Exchange has inprincipally approved the listing of upto 40,000,000 Global Depositary Shares representing 40,000,000 equity shares of the Company.

During the year under review, the Company has not received any conversion notice from the FCCB holders.

Additional information, such as the total bonds issued, bonds converted, expected number of shares to be allotted in respect of outstanding FCCBs is given in detail in Corporate Governance Report.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

DIRECTORS/MANAGER

During the year, the following changes took place in the Board of your Company:

• Appointment of Mr. Arun C Ashar as Additional Director & subsequently as Whole-Time Director for a period of 3 years w.e.f. 22^nd March, 2014.

• Appointment of Ambassador Deepak Vohra as an Independent Director w.e.f. 22^nd March, 2014.

• Resignation of Mr. Arun C Ashar from the office of Director as well as Whole-Time Director w.e.f. 30^th September, 2014.

• Appointment of Mr. Venkatram Vasantavada as Additional Director and subsequently as Whole-Time Director for a period of 3 years w.e.f. 1^st November, 2014.

• Appointment of Mr. Hardeep Singh, Mr. Vinod Sethi, Dr. Vasant P Gandhi and Ambassador Deepak Vohra as Independent Directors for a period of 5 years w.e.f. 1^st January, 2015.

Further, Mr. Manoj Gupta resigned from the office of Manager w.e.f. 22^nd March, 2014.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Jaidev R Shroff, Chairman and Non-Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Brief profile of Mr. Jaidev R Shroff as required under Clause 49(VMI)(E) of the Listing Agreement is provided in the Notice, attached hereto.

AUDITORS AND AUDITORS REPORT

M/s. S.R. Batliboi and Associates LLP, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing AGM. However, being eligible for re-appointment, they have offered themselves for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and as recommended by the Audit Committee it is proposed to re-appoint M/s. S.R.Batliboi & Associates LLP, Chartered Accountants as Statutory Auditors of the Company to hold office as such from the conclusion of this AGM till the conclusion of next AGM.

The Statutory Auditors have confirmed that their appointment, if made, will be in accordance with the provisions of Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

Statutory Auditors of the Company, vide their Report on Consolidated Financial Statements, have qualified their Report about "recognition of deferred tax assets" with respect to the subsidiary companies i.e., Longreach Plant Breeders Management Pty. Ltd., Advanta Holdings BV, Advanta Comercio De Sementes Ltda., PT Advanta Seeds Indonesia, Advanta Semillas SAIC, Pacific Seeds Holdings (Thailand) Ltd., stating that there is no virtual certainity as required by Accounting Standard (AS) 22, Accounting for Taxes on Income read with General Circular 8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs.

In this regard, your attention is invited to Note No. 33 of Notes to Consolidated Financial Statements on recognition of deferred taxes containing managements opinion that the said unused losses can be utilized.

Auditors of the Company, vide their Report on Consolidated Financial Statements have qualified their Report about the "recognition of MAT Credit entitlement" with respect to Advanta Semillas SAIC stating that there is no convincing evidence as required by guidance note on "Accounting for credit available in respect of Minimum alternate Tax under the Income-tax Act, 1961" issued by "The Institute of Chartered Accountants of India".

In this regard, your attention is invited to Note No. 33 of Notes to Consolidated Financial Statements on MAT credit containing managements opinion that the said MAT credit can be utilized.

COST AUDIT

The members may note that by virtue of Order No. F.No. 52/26/CAB-2010, dated 6^th November 2012, issued by the Ministry of Corporate Affairs, your Company has been generally directed to get its cost accounting records in respect of FY commencing on 1^st day of January 2014, audited by a practicing Cost Accountant.

In view of the aforesaid, the Board of Directors appointed M/s. MPR & Associates, Cost Accountants, as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company for the Financial Year ending 31^st December, 2014.

However, your Company has not appointed the Cost Auditor for FY 2015 since the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audit) Rules, 2014 are not attracted.

SECRETARIAL AUDIT

The Company has appointed M/s. PS. Rao & Associates, Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the FY ended 31^st December, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, we make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. That in the preparation of accounts for the year ended December 31, 2014, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii. That such accounting policies have been selected and been applied consistently and judgments and estimates been made that 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 profit of the Company for that period.

iii. That proper and sufficient care has been taken for the maintenance of the 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 the annual accounts for the year ended 31^st December, 2014 have been prepared on a going concern basis.

VIGIL MECHANISM

The Company has established vigil mechanism and adopted whistle blower policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy.

The details of such mechanism is communicated to all the directors and employees and is also disclosed on the website of the Company www.advantaseeds.com.

REMUNERATION POLICY

The Company has adopted a policy relating to the remuneration for the directors, key managerial personnel and other employees and copy of the policy has been placed on the website of the Company www.advantaseeds.com.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Company comprises three independent directors:

• Mr. Vinod Sethi, Independent Director - Chairman

• Mr. Vikram R. Shroff, Non-Executive Director - Member

• Dr. Vasant P. Gandhi, Independent Director - Member

• Mr. Hardeep Singh, Independent Director - Member

CORPORATE Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social Responsibility Committee has been constituted under the Chairmanship of Mr. Vikram R. Shroff, Director, consisting of the following members:

• Mr. Hardeep Singh - Independent Director

• Mr. Vinod Sethi - Independent Director

• Ambassador Deepak Vohra - Independent Director

• Mr. Claudio Torres - Global CEO

• Mr. Manoj Gupta - Global CFO

The Company has adopted a Corporate Social Responsibility Policy indicating the activities to be undertaken by the company.

During the year under review, the Company has conducted various CSR programs in the areas of promoting education and environment sustainability. The report on CSR activities for FY 2014 is enclosed as Annexure - A

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis is enclosed as Annexure - B to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure - C, which forms part of this report.

PERSONNEL

The relationship with the employees at different levels in the Company remained cordial throughout the year. Your Directors place their appreciation for the contribution made by all the employees of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report.

However, in pursuance of section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the shareholders of the company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the registered office of the Company. 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.

EMPLOYEES STOCK OPTION PLANS

(i) Advanta India Limited Employees Stock Option and Shares Plan - 2006

The Advanta India Limited Employees Stock Option and Shares Plan - 2006 (ESOPs) approved by the shareholders on 20^th September, 2006 is in force. In accordance with the said Plan, the Company reserved 840,000 Equity Shares of RS.2/- each (originally 168,000 shares of RS.10/- each) to be issued to its employees and to the employees of its subsidiaries on one to one basis at an exercise price of RS.57/- 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 such options is conditional upon the employees tenor and upon the Company meeting annual performance benchmarks based on parameters set by the Nomination and Remuneration Committee.

The disclosures with regard to the said Plan are enclosed as Annexure - D to this Report.

(ii) Advanta Employee Stock Option Plan - 2013

The Advanta Employee Stock Option Plan - 2013 was approved by the shareholders on 3^rd December, 2013 by way of postal ballot and is in force. In accordance with the said Plan, the Company reserved 1,300,000 options to be issued to such eligible employees of the Company and also to that of its subsidiaries as may be decided by the Nomination and Remuneration Committee from time to time, which if exercised would give rise to equal number of shares of RS.2 each.

The disclosures with regard to the said Plan are enclosed as Annexure - D to this Report.

CORPORATE GOVERNANCE

The Company is committed to achieve the highest standards of corporate governance and it aspires to benchmark itself with best international practices in this regard.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company together with a certificate from a Company Secretary in practice confirming compliance is annexed as part of the Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Company has adopted Code of Conduct for prevention of Insider Trading and the same is in force.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). There is no default in payment of Annual listing fees.

DEMATERIALISATION OF SHARES

The entire paid up equity share capital of the Company (except 10 shares) is held in dematerialized form as on 31^st December, 2014.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the valuable support and co-operation extended by customers, investors, lenders, business associates, banks, financial institutions, various statutory authorities and society at large. We also thank the Governments of various countries where we have operations and particularly the Ministry of Agriculture, Govt. of India.

Your Directors also place on record their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

	For and on behalf of the Board of Advanta Limited
Place: Mumbai	Jaidev R. Shroff
Date: February 02, 2015	Chairman

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the period ended 31^st December, 2014:

A. CONSERVATION OF ENERGY

1. Energy conservation measures taken:

Pursuant to our constant endeavor to save energy in our operations in all possible means, we have been able to successfully adopt the existing energy saving technologies and equipments in our operations within the plant activities. As committed, it has also been our mission to focus on reducing the consumption of natural depletes like LPG and move more towards renewable and waste biomass resources.

With this mission in our plant operations, we have been able to successfully sustain the energy conservative drive and also have taken steps in implementing latest available energy saving technologies. To achieve this, we have initiated the process of technology identification and capital investment allocation.

1. Drying and Shelling operation:

(a) The Sun drying method has been adopted for corn wet cob drying. The procurement method was changed from wet cob to shelled raw seed. The drying and shelling was done by the farmers after cobs were allowed to dry on the plant and harvested till acceptable moisture is attained. The harvested dried cobs need not undergo gas drying process.

These initiatives have resulted in saving of LPG gas usage as detailed hereunder:

Gas required to dry one ton of seed	30 Kgs
Quantity to be dried	165 MT
LPG conserved	4950 Kgs

(b) Usage of hot water system for generation of Hot Air to dry the Wet Cobs has resulted in the conservation of the LPG as detailed hereunder:

Total arrivals	3300 Tons
Quantity dried by way of LPG	250 Tons
Quantity dried by way of Hot Water System	3050 Tons
LPG required to Dry One ton of Seed	50 Kgs
Quantity dried	3050 Tons
LPG Conserved	1,52,500 Kgs
(c) Sun drying of Vegetable Seeds
Quantity to be dried	27 Tons
Cycle Time - 3 Hrs	1 Ton
No of Cycles	27
No of Run Hrs	81
Diesel required for 1 Hr	2.5 Litres
Total Diesel conserved	202 Litres

Out of 85 mts total production 27 mts dried in Advanta in terms of percentage is 32%.

2. Recycling of Gunny Bags:

Recycling the Gunny bags is another initiative taken during the year 2014 which has resulted into reduction of the following:

• Soil tillage.

• Usage of hazardous chemicals for repeated production of jute.

• Consumption of electricity units and various chemicals for manufacturing the bags.

During the year 2014, the conservation of gunny bags is as follows:

Fresh arrivals	4000 MT
Quantity of Gunny Bag required considering 70 Kg as Weight	57000 Nos
By Recycling 3 times - Gunny Bags conserved	1,71,000 Nos

2. Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Identification of new energy saving means and measures are carried out on an ongoing basis.

3. Impact of the measures at (1) and (2) above for reduction of energy consumption and consequent impact on the cost of production of goods:

As mentioned above.

4. Total Energy consumption and energy consumption per unit of production:

Not Applicable

B. TECHNOLOGY ABSORPTION

RESEARCH AND DEVELOPMENT (R & D)

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

Identification and development of superior, high yielding pest and disease resistant proprietary hybrids. Utilisation of the Molecular Breeding Technology to increase the speed and precision in the Breeding Programs.

2. Benefits derived as a result of the above R & D:

a) Cost reduction, import substitution and strategic resource management.

b) Quality evaluation of seeds.

c) Higher productivity and economic returns to the farming community consequent to development of high yielding Hybrids.

d) Entering new market segments.

e) Increased speed in introduction of new products.

3. Future Plan of Action:

To continue and extend research in the above areas.

4. Expenditure on R & D:

DESCRIPTION	STANDALONE		CONSOLIDATED
	FY 2014 :	FY 2013	FY 2014	FY 2013
A. Capital Expenditure	125.20	130.96	319.66	286.39
B. Revenue Expenditure-Gross	2,117.88	1,763.27	12,216.16	11,370.96
Less: Revenue expenses recharged	857.53	1,049.03	314.00	709.10
Sub-total	1,260.36	714.24	11,902.16	10,661.86
Total (A+B)	1,385.55	845.20	12,221.82	10,948.25
R&D Expenditure as a % of Net Sales	20.22	11.81	8.08	9.28

Technology absorption, adaptation and innovation

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

Utilizing plant breeding and biotechnological tools for the development of high yielding proprietary hybrids suitable for Indian agro climatic environment.

2. Benefits derived as a result of the above efforts:

Product improvement and development leading to cost reduction by introduction of high yielding superior quality disease and pest resistant hybrids for the benefit of the Indian farmer.

3. Information regarding Imported Technology:

a. Technology imported	: Plant breeding and biotechnology know-how relating to seeds.
b. Year of Import	: Technology up gradation takes place on a continuous basis
c. Has Technology been fully absorbed	: Yes
d. Future plans of action	: To continue ongoing research

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

1. (a) Activities relating to exports	: Export of various hybrid seeds in field crops and vegetable crops
(b) Initiatives taken to increase	: Started producing seeds for our subsidiaries and for export markets taking the advantage of the low cost of production in India.
(c) Export plans	: Company is having ambitious export plans for the year 2015 by exploring the possibilities of taking production of hybrid seeds in India on behalf of overseas subsidiaries and other third party buyers.

 

2. Foreign Exchange used (on stand-alone basis)	Current year	Previous year
	(Rs. In lacs)	(Rs. In lacs)
Consumables :	-	-
Capital :	67.02	9.84
Expenditure
Import of Seeds :	1,638.39	1,640.76
Travel :	88.29	72.00
Legal and :	115.67	62.58
Professional
Charges
Other Expenses :	158.43	56.70
Interest :	1,333.47	1,350.47
Reimbursement : of expenses	2.70	8.42
Total	3,403.97	3,200.77

Foreign Exchange Earned (on stand-alone basis)

FOB Value of : Exports	4,290.79	5,796.66
Interest Income :	1,315.66	2,487.83
Reimbursement : of Expenses	1,988.25	1,847.56
Commission :	270.35	163.26
Income
Others	98.05	22.58
Total	7,963.10	10,317.89

 

	For Advanta Limited
Place: Mumbai	Jaidev R. Shroff
Date: February 02, 2015	Chairman

Disclosures on Advanta India Limited Employees Stock Option and Shares Plan - 2006 and Advanta Employee Stock Option Plan - 2013

Particulars	ESOP - 2006	ESOP- 2013
Granted during the year	Nil	752,382
Pricing Formula	Black Scholes Formula	Black Scholes Formula
Vested during the year	57,425	Nil
Exercised during the year	28,770	Nil
Forfeited during the year	37,125	Nil
Lapsed during the year	Nil	Nil
Outstanding unvested at the end of the year	111,100	752,382
Exercisable vested options at the end of the year	276,380	Nil
Total number of options in force	387,480	752,382
Total No. of shares arising as a result of exercise of options (cumulative)	198,595	Nil
Variation of Terms of options	Nil	Nil
Money realised by exercise of options during the year	RS.1,639,890	Nil
Employee wise details of options granted during the year to: (a) Senior managerial personnel-	Nil	Mr. Claudio Torres
		Mr. Manoj Gupta
		Mr. Alberto Leon
		Mr. Barry Crocker
		Mr. Venkatram Vasantavada
		Mr. Philip Alun Guy
(b) Any other employee who received a grant in any one year, of options amounting to 5% or more of options granted during the year	Nil	Mr. Claudio Torres
(c) Identified employees who were granted options, during the year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.	Nil	Nil
Diluted Earnings Per Share (EPS) pursuant to issue of Shares on exercise of options calculated in accordance with Accounting Standard 20.		Re. (0.61)
The Difference between the employee compensation cost using the intrinsic value of the stock options and the employee compensation cost that shall have been recognized if it had used the fair value of the options.		H(96.50) Lacs
The impact of this difference:
on profit / loss-	If the company had recognized fair value of options Loss would have increased by RS.96.50 Lacs
EPS-	If the company had recognized fair value of options EPS would have been lower by Re. 0.11

 

Particulars	ESOP - 2006	ESOP- 2013
- Weighted average exercise price of options where exercise price is Less than market price	RS.285/-	NA
- Weighted average exercise price of options where exercise price is equal to or exceeds market price	NA	RS.112.81
- Weighted average fair value of options where exercise price is less than market price	RS.180.36	NA
- Weighted average fair value of options where exercise price is equaL to or exceeds market price	NA	RS.47.65
Description of the method and significant assumptions used to estimate the fair values of options, including the following weighted average information:
a) Risk free interest rate	8.04% p.a.	8.71% p.a.
b) Expected life	Vesting period + 18 months	Vesting period + 6 months
c) Expected volatility	64.49%	49.17%
d) Expected dividends and	0.30% p.a.	0%
e) The price of the underlying share in market at the time of option grant.	RS.343.75 (closing price at NSE on the date of grant)	Grant 1: RS.103.80 Grant 2: RS.262.75 Grant 3: RS.319.70