Avanti Feeds Director Discussions


Dear Members,

Your Directors have pleasure in presenting the 30th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of your Company for the Financial Year ended 31st March, 2023.

1. Financial Summary

The summarized standalone and consolidated Financial Statements of your Company are given in the table below:

(Rs in Lakhs)

Particulars

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Total Revenue 4,04,135.51 4,04,754.95 5,08,698.55 5,03,595.71
Profit / (Loss) Before Interest, Depreciation & Tax (PBITDA) 33,057.49 28,652.72 47,139.82 36,669.59
Finance Charges 74.40 114.97 202.13 200.95
Depreciation 2302.19 2,110.01 4,259.45 4,079.32
Provision for Income Tax (including for earlier years) 7,396.48 6,502.24 11,453.01 7,866.62
Net Profit / (Loss) After Tax 23,284.42 19,925.50 31,225.23 24,522.70
Profit / (Loss) brought forward from previous year 1,37,679.51 1,28,898.07 1,66,163.92 1,53,693.88
Profit / (Loss) carried to Balance Sheet 1,49,921.56 1,37,679.51 1,83,080.22 1,66,163.93

2. Summary of Operations & State of Companys Affairs

Despite volatile global economic situation and severe challenges by Aquaculture industry in India due to Global recession impacting Shrimp exports leading to fall in demand which in turn reflected by Shrimp Culture area reduced in the Country. Moreover, the Volatile farm gate prices of Shrimps and Climatic changes resulted in postponement of commencing the culture and reduced area by the farms. Unfortunately, not much improvement is seen till now in the current year.

The profit for the year under consideration i.e., Financial year 2022-23, before depreciation, finance charges and tax is Rs33,057.49 Lakhs as compared to a profit of Rs28,652.72 Lakhs in the previous financial year i.e., Financial year 2021-22. The profit for the year after tax is Rs23,284.42 Lakhs as against a profit of Rs19,925.50 Lakhs during the previous financial year.

Your Company reported 4,97,550 MTs sales of Shrimp Feed during Financial year 2022-23 as compared to 5,40,889 MTs Shrimp Feed sales in the immediately preceding Financial year 2021-22, a degrowth of 8% in volume.

The Four Windmills of your Company located in Karnataka State with a total capacity of 3.2 MWs have generated 47.95 Lakh units as against 48.09 Lakh units in the previous year. The power generated during the year was sold to Karnataka Power Transmission Corporation Limited (KPTCL) under the Power Purchase Agreement (PPA).

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the dates of this report.

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.

Commercial Production of new Feed Plant at Bandapuram

During the period under review, commercial production has commenced with effect from 3rd December, 2022 at new Feed Manufacturing plant situated at Bandapuram, Andhra Pradesh, India, with an additional capacity of 1,75,000 MTs. The total production capacity (all units) of the Company has been increased from 6,00,000 MTs to 7,75,000 MTs.

3. Share Capital

During the year under review, there was no change in the share capital of the Company.

Authorized Share Capital

The Authorized Share Capital of the Company as on 31st March, 2023 is Rs15,85,00,000 (Rupees Fifteen Crores and Eighty Five Lakhs) divided into 15,85,00,000 equity shares having face value of Rs1/- each

Paid-up Equity Share Capital

The paid-up Equity Share Capital is Rs13,62,45,630 (Rupees Thirteen Crores Sixty Two Lakhs Forty Five Thousand Six Hundred and Thirty) divided into 13,62,45,630 equity shares having face value of Rs1/- each.

Pursuant to Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, on 22nd July, 2021, the Company had filed an application with BSE Limited and National Stock Exchange India Limited for re-classification for six (6) Shareholders from "Promoter Group Category" to "Public Category". The aforesaid application was approved by BSE Limited and National Stock Exchange India Limited on 22nd August, 2022.

4. Reserves

During the year under review, an amount of Rs2,500 Lakhs were transferred to Reserves out of the current year profits.

5. Dividend

Your Directors have recommend a dividend of Rs6.25 (Rupees Six and Twenty Five Paisa only) per equity share of Rs1/- each fully paid for the Financial year 2022-23. The dividend, if declared by the members at the ensuing 30th Annual General Meeting will be paid within the time line as prescribed under the Companies Act, 2013 ("the Act") subject to deduction of tax at source (TDS) as applicable.

The dividend, if approved, would result in a cash outflow of approximately Rs8,515.35 Lakhs resulting in a dividend payout of 42.74% of the standalone profits of the Company.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is available on the Companys website at https://avantifeeds.com/ policies/

6. Alteration of Articles of Association

During the year under review, your Company has not altered its Articles of Association.

7. Board of Directors

Composition of the Board

The Composition of the Board of Directors is in conformity with Regulation 17 of Listing Regulations. The present strength of the Board of the Company is as follows:

S!; Name No. Designation
1 Sri A. Indra Kumar Chairman & Managing Director
2 Sri C. Ramachandra Rao Joint Managing Director, Company Secretary, Compliance Officer & Chief Financial Officer
3 Sri J. V. Ramudu Chairman of the Board & Independent Director
4 Sri N. Ram Prasad Non-Executive Director
5 Sri A. Venkata Sanjeev Executive Director
6 Mr. Bunluesak Sorajjakit Non-Executive Director
7 Mr. Peerasak Boonmechote Non-Executive Director
8 Smt. K. Kiranmayee Independent Woman Director
9 Sri N. V. D. S. Raju Independent Director
10 Sri V. Narsi Reddy Independent Director
11 Sri G. Sudarsan Babu Nominee Director (Nominee of Andhra Pradesh Industrial Development Corporation Limited - represented as an equity investor)

Number of Meetings of the Board

During the period, seven (7) meetings of the Board of Directors were held. The details of the meetings held and attended by the Directors are given in the Report on Corporate Governance which forms part of this Boards Report.

8. Committees of the Board

The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee, are given in the Report on Corporate Governance which forms part of the Boards Report.

9. Familiarization Programme for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company at the time of appointment and on an on-going basis. The details of the training and familiarisation programme are given in the Report on Corporate Governance which forms part of the Boards Report and is available on the website of the Company at www.avantifeeds.com/investors.

10. Statement of Declaration given by Independent Directors

As required under Section 149 of the Act, the Independent Directors have submitted the declaration affirming that they meet the Criteria of Independence as provided in Section 149(6) of the Act and Regulation 25 of Listing Regulations. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

11. Separate Meeting of Independent Directors

A separate meeting of Independent Directors was held on 7th April, 2023, to review the performance of the Non-Independent Directors and the Board as a whole, to review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting.

12. Changes in Directors and Key Managerial Personnel

During the year under review, Sri G. Sudarsan Babu was appointed as Nominee Director of APIDC w.e.f. 11th February, 2023, in place of Sri R. Karikal Valaven, IAS.

Mr. Peerasak Boonmechote was appointed as an Additional Director in the category as Non-Executive Director w.e.f. 20th February, 2023, in place of Mr. Wai Yat Paco Lee.

The appointment of both the Non-Executive Directors were approved by the Shareholders at the Extraordinary General Meeting held on 29th April, 2023.

Re-Appointment of Independent Director

Sri J. V. Ramudu, is completing his first term of Five (5) years as an Independent Director and Chairman of the Board of the Company. Based on the recommendation of Nomination & Remuneration Committee, the Board recommended the re-appointment of Sri J. V. Ramudu as an Independent Director on the Board of the Company for a second term of Five (5) consecutive years commencing from 10th November, 2023, up to 9th November, 2028 (both days inclusive), subject to the approval of the Shareholders. The appointment of Sri J. V. Ramudu is placed before the shareholders in this 30th AGM for their approval.

Retirement of Directors

In terms of Article 80 and 87 of the Articles of Association of the Company, Sri A. Venkata Sanjeev and Mr. Bunluesak Sorajjakit, Directors liable to retire by rotation at the ensuing 30th Annual General Meeting ("AGM") and being eligible, offer themselves for re-appointment. The Nomination & Remuneration Committee and Board recommended their re-appointment for approval of the Shareholders at the ensuing 30th AGM.

Key Managerial Personnel ("KMP")

Sri A. Indra Kumar, Chairman and Managing Director, Sri C. Ramachandra Rao, Joint Managing Director, Company Secretary, Compliance Officer and Chief Financial Officer, and Sri A. Venkata Sanjeev, Executive Director are the KMPs of the Company. During the year, there was no change in the KMPs of the Company.

Apart from aforesaid, there were no other changes in Directors and Key Managerial Personnel of the Company. The details of Directors, Key Managerial Personnel and composition of various Committees and changes of the Board are given in the Report on Corporate Governance which forms part of the Boards Report.

13. Nomination and Remuneration Policy

The Companys policy on Directors Appointment and Remuneration and other matters as provided in Section 178(3) of the Act are given in the Report on Corporate Governance which forms part of the Boards Report and is also available on the website of the Company at https://avantifeeds.com/ policies.

14. Transfer of Unpaid / Unclaimed Dividend to IEPF

Pursuant to the provisions of Section 124(5) of the Act, as amended, read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, dividend which remain unpaid or unclaimed for a period of Seven (7) consecutive years shall be transferred by the Company to the Investor Education and Protection Fund of the Central Government.

Shareholders who have not encashed their dividend warrant(s) within Seven (7) years from the date of the declaration of dividend, are requested to make their claim(s) immediately to the Registrar & Transfer Agent i.e., KFin Technologies Limited (Formerly KFin Technologies Private Limited), Hyderabad or to the Company at its Corporate Office at Hyderabad, Telangana State, India. The unclaimed dividend for the financial year 2015-16 will be transferred to IEPF within the time lines as prescribed under the provisions of the Act.

Your Company has disclosed the statement containing the names, last known addresses of those shareholders whose dividend is unpaid, on the website of the Company at https://avantifeeds.com/ corporate-announcement/#Unclaimed-Dividend

The following table provides the details of years for which unclaimed dividend(s) and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

Sl. No. Year Date of Declaration Dividend per Share (?) Face Value of Equity share (?) Due Date for Transfer Amount of Unpaid Dividend as on 31.03.2023 (in )
1 2015-16 13.08.2016 7.00 2.00 17.09.2023 25,77,939
2 2016-17 12.08.2017 9.00 2.00 15.09.2024 31,52,871
3 2017-18 07.08.2018 6.00 1.00 10.09.2025 50,73,924
4 2018-19 09.08.2019 4.00 1.00 12.09.2026 22,97,032
5 2019-20* 24.02.2020 5.00 1.00 30.03.2027 30,22,635
6 2019-20 29.08.2020 0.10 1.00 02.10.2028 1,25,311
7 2020-21 14.08.2021 6.25 1.00 17.09.2028 16,83,540
8 2021-22 12.08.2022 6.25 1.00 15.09.2029 20,52,341

‘interim Dividend.

Sri C. Ramachandra Rao, Joint Managing Director, Company Secretary, Compliance Officer & CFO is the Nodal Officer for the purpose of IEPF Rules.

15. Transfer of Shares to IEPF

As per Section 124(6) of the Act, all shares in respect of which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred by the Company to Investor Education and Protection Fund (IEPF) of the Central Government. During the year under review, 45,000 equity shares of 1/- each were transferred to IEPF which pertains to unclaimed dividend for Financial year 2014-15.

16. Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2023 in e-form MGT-7, is available on the Companys website and can be accessed at www.avantifeeds.com/downloads/.

17. Loans, Guarantees or Investments

Pursuant to provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, the particulars of loans given, guarantees provided and investments made by the Company during the Financial year 2022-23 are disclosed in the notes to Financial Statements which forms part of this report.

18. Particulars of Contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the Financial year 2022-23 with related parties were in its ordinary course of business and are on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

However, the details of all the related party transactions are disclosed in the notes to the Financial Statements.

The Company formulated a Policy on dealing with Related Party Transactions. The policy is available on the Companys website and can be accessed at: https://avantifeeds.com/policies.

19. Evaluation of Performance of Board, Committees and Directors

Performance evaluation of the Board as a whole, the committees and all individual directors including Independent Directors has been carried out for the Financial year under review in accordance with the criteria framed pursuant to the provisions of the Companies Act, 2013, Listing Regulations and Guidance notes issued by SEBI. The manner in which the evaluation was carried out is given in the Report on Corporate Governance which forms part of the Boards Report.

20. Corporate Social Responsibility (CSR)

As per Section 135(5) of the Act, the Company shall ensure that an amount of 2% of the average Net Profits of the Company made during the three immediately preceding financial years shall be spent towards Corporate Social Responsibility activities. For the Financial year 2022-23, the amount to be spent towards CSR activities works out to Rs621.38 Lakhs. The Company has spent Rs448.51 Lakhs towards the CSR activities in the Financial Year 2022-23 and Rs172.86 Lakhs has been set aside for Construction & Establishment of Healthcare Centre at Kovvur, West Godavari Dist., Andhra Pradesh, India.

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed at Annexure-1. which forms part of this Boards Report.

21. Corporate Governance

Report on the Corporate Governance together with a Certificate from Independent auditors on compliance with conditions of Corporate Governance as stipulated under Listing Regulations forms part of this Boards Report.

22. Risk Management Policy

In terms of the requirement of Section 134(3)(n) of the Act, the Company has developed and implemented the Risk Management Policy. The Company has constituted a Risk Management Committee which frames, implements and monitors Risk Management Plan and lays down procedures periodically to inform the Board on the risk assessment and risk minimization procedures much before it was introduced as a Statutory Compliance.

The Risk Management Committee is in compliance with the provisions of Regulation 21 of Listing Regulations. The Company has adopted a structured Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of Listing Regulations.

The Risk Management Committee has an additional oversight in the area of risk management. Any major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Board oversees Companys processes for determining risk tolerance and review managements action and comparison of overall risk tolerance to established levels. The framework is designed to enable risks to be identified, assessed and mitigated appropriately. Any major risks identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis.

23. Whistle Blower Policy-Vigil Mechanism

The Company has established a Whistle Blower Policy for its Directors and Employees to report their concerns about any unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and Code of Conduct to regulate, monitor and report trading by Insiders. The practice of Whistle Blower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistle Blower Policy is available at the Companys website at https://avantifeeds.com/policies/.

24. Maintenance of Cost Records

The Company has maintained the Cost records as required to be maintained under Section 148(1) of the Act.

25. Subsidiaries, Joint Ventures and Associate Companies

25.1 Subsidiaries

1. Avanti Frozen Foods Private Limited ("AFFPL"):

During the year, AFFPL has reported a turnover of Rs1,04,748.41 Lakhs and the profit before tax is Rs12,451.51 Lakhs. The Profit after tax reported by AFFPL is Rs8,395.85 Lakhs for the Financial year 2022-23.

The Secretarial Audit report of AFFPL as required under regulation 24A of the Listing Regulations, is provided as a separate annexure forming part of this Boards Report. Further, the annual report is being sent to the members excluding the aforesaid annexure. The same is available for inspection and any member interested in obtaining a copy of the same may write to the company at investors@avantifeeds.com.

2. Avanti Frozen Foods INC. - Closing down of Step down subsidiary:

Avanti Frozen Foods Inc., in U.S.A a step down subsidiary incorporated in the State of Delaware on 22nd April, 2019, as a C- Corporation Registered in Delaware State, U.S.A.

The object of incorporating US entity was to expand the U.S business of the Company. However, due to impact of COVID-19, followed by recession in the U.S, setting up of U.S entity is considered non-encouraging by the Board and decided to dissolve the U.S subsidiary. Accordingly, the AFFI was dissolved on 27th March, 2023.

3. Srivathsa Power Projects Private Limited ("SPPPL"):

SPPPL is a 17.02 MW gas based independent power project situated in Andhra Pradesh, India.

During the Financial year 2022-23, Plant was operated and generated power only for a period of 33 days and the gas supplied by GAIL was only 20,036 SCMD as against the firm allocation of 65,000 SCMD stated to be due to non-availability of APM-Gas. As a result, the power generation was limited to 236.72 Lakhs units as against generation capacity of 1,100.00 Lakhs units. During the year 2022-23 Plant operated for 33 days, the Company reported a turnover of Rs265.52 Lakhs and a loss of Rs309.80 Lakhs after charging interest and depreciation, as per audited financials.

During the year, the Company had purchased 1,66,98,545 equity shares of Rs10/- each fully paid up of SPPPL, held by Asian Infrastructure Pte Ltd., ("AIPL"), at the rate of Rs2.30/- per equity share representing 50.00 % of the share capital of SPPPL and executed Share Sale and Purchase Agreement. In addition to that Company have purchased 4,915 equity shares of Rs10/- each fully paid from other individual shareholders of SPPPL representing 0.01%. On completion of the above acquisition, the shareholding of the Company in SPPPL has increased from 49.99 % to 100% and the SPPPL became Wholly Owned Subsidiary Company.

25.2 The consolidated financial statements of the Company and its subsidiaries were prepared in accordance with the accounting principles as generally accepted in India, including the Accounting Standards as specified under Section 133 of the Act, read with relevant Rules, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

25.3 The Annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office and Corporate Office of the Company and also at the Registered Offices of the respective subsidiaries and also available on the website of the Company at https://avantifeeds.com/financial-reporting.

25.4 The Company has adopted a Policy for determining Material subsidiaries in terms of Regulation 16(1)(c) of Listing Regulations. The Policy approved by the Board is available on the website of the Company at https://avantifeeds.com/policies/.

25.5 Joint Ventures

Your Company has no Joint Venture.

25.6 Associate Companies

Patikari Power Private Limited ("PPPL"):

The Company holds 25.88% equity shares in PPPL which has a 16 MW Hydel Power Project in Himachal Pradesh, India. During the Financial year 2022-23 as per audited financials the Company generated 50.50 Million saleable energy units, yielding a gross sales income of Rs1,136.35 Lakhs which resulted in a net profit of Rs469.29 Lakhs after charging interest, depreciation and tax. For the FY 2022-23, the Company has declared a dividend of Rs1.10 per equity share including Final dividend of Rs0.35 per equity share with the approval of the shareholders and an Interim dividend of Rs0.75 per equity share with the approval of Board of Directors of the Company.

25.7 Names of companies which have become or ceased to be, its Subsidiaries, joint ventures or Associate companies:

During the year, the Company had purchased 1,66,98,545 equity shares of Rs10/- each fully paid up of SPPPL representing 50%, in addition to the existing stake of 50%. Thus, SPPPL has become a Wholly Owned Subsidiary Company.

25.8 Statement containing salient features of financial statements of subsidiaries and associates.

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statements of Companys subsidiary and associate companies is enclosed at Annexure-2 of Boards Report.

26. Management Discussion & Analysis

A Report on Management Discussion & Analysis (MDA) which forms part of the Boards Report as per the requirements of Regulation 34 of Listing Regulations is enclosed at Annexure-3.

27. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) of your Company for the Financial year 2022-23, which forms part of this Boards Report as required under regulation 34(2)(f) of listing regulations is enclosed at Annexure-4.

28. Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing fee for the Financial year 2023-24 has been paid to both the Stock Exchanges.

29. Internal Controls Systems and Adequacy

The Company has in place an adequate system of internal controls. The details of the internal controls System are given in the MDA Report which forms part of the Boards Report.

The internal financial controls with reference to the Financial Statements for the Financial year ended 31st March, 2023 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 and internal audit etc.

30. Audit and Auditors

Internal auditor

In terms of Section 138 of the Act, and the relevant Rules, during the financial year, the Company re-appointed M/s. Manohar Chowdhry & Associates, Chartered Accountants as Independent Internal Auditors of the Company for a further period of three years. The Internal Auditor directly reports to the Audit Committee.

Independent Auditors, their Report and Notes to Financial Statements

M/s. Tukaram & Co. LLP, Chartered Accountants (Firm Registration No. 004436S/S200135) were re-appointed as Statutory Auditors of the Company at the 29th AGM held on 12th August, 2022, to hold office till the conclusion of the 34th AGM.

The report of the Independent Auditors along with notes and Schedules are annexed to this Boards Report.

There were no qualifications, reservations or adverse remarks or disclaimers made by Independent Auditors i.e. Tukaram & Co., LLP, Chartered Accountants, Hyderabad, in their report.

Secretarial audit

In terms of Section 204 of the Act, and the Rules made thereunder, M/s. V. Bhaskara Rao & Co., Hyderabad, Practicing Company Secretaries have been appointed as the Secretarial Auditors of the Company for the Financial year 2022-23. The report of the Secretarial Auditor is annexed to this Report. There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors.

Compliance with Secretarial Standards

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the Financial year ended 31st March, 2023, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by M/s. V. Bhaskara Rao & Co., Company Secretaries, was submitted to BSE Limited and National Stock Exchange of India Limited.

31. Directors Responsibility Statement

Pursuant to the requirement Section 134(3)(c) of the Act, 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 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 basis;

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.

32. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a) Conservation of Energy

The steps taken or impact on conservation of energy We have decided to promote energy conservation by exclusively utilizing LED lighting and phasing out traditional lighting methods. In addition, We installed a 15 KW roof top Grid power plant as an expansion to the existing 70 KW solar power plant.
ii The steps taken by the Company for utilizing alternate sources of energy We are implementing VFDs (Variable Frequency Drives) for our bucket elevators to reduce energy consumption during idle periods.
iii The capital investment on energy conservation Equipments Grid Power Plant Rs7.50 Lakhs, Solar Pannel Rs8.00 Lakhs

b) Technology absorption: Not applicable.

c) Foreign Exchange Earnings and Outgo:

During the year under review, the details of Foreign Exchange Earnings and outgo are as under: Inflow - Rs668.86 Lakhs Outflow - Rs22,039.12 Lakhs

33. Public Deposits

During the period, the Company has not accepted any deposit(s) within the meaning of Section 73 & 74 of the Act, read the Companies (Acceptance of Deposits) Rules, 2014.

34. Significant and Material Orders Passed by the Regulators

During the period under review, there have been no significant and material orders passed by the Regulators, Courts, or Tribunals which would impact the going concern of the Company.

35. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company at investors@avantifeeds.com.

36. Disclosure as for 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.

During the Financial year ended 31st March, 2023, the Company has not received any complaints pertaining to Sexual harassment of Women at the Workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

• the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• No instances of frauds reported by Auditors under Section 143(12) of the Act.

• There are no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any Bank or Financial Institution.

Acknowledgements

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for cooperation 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
Place: Hyderabad Chairman & Managing Director
Date: 24th May, 2023 DIN:00190168