Avanti Feeds Ltd Directors Report.

Dear Members,,,

Your Directors have pleasure in presenting their 26th Annual Report together with the Audited Financial Statements of your Company and its subsidiaries for the year ended 31st March, 2019.

1. Financial summary or highlights:

The summarized standalone and consolidated financial results of your Company and its subsidiaries are given in the table below: ( Rs. in Lakhs)

Financial Year ended

Particulars Standalone Consolidated
31st March 2019 31st March 2018 31st March 2019 31st March 2018
Total Revenue 2,73,842.34 2,81,532.89 3,48,777.95 3,39,290.31
Profit/(loss) Before Interest, Depreciation & Tax (PBITDA) 35,720.09 64,506.42 46,651.92 73,122.45
Finance Charges 124.58 124.43 262.67 296.40
Depreciation 2028.31 1,466.82 3,583.87 2,375.75
Provision for Income Tax (including for earlier years) 11,217.72 21,421.33 12,143.39 23,802.36
Net Profit/(Loss) After Tax 22,349.48 41,493.84 30,661.99 46,647.94
Profit/(Loss) brought forward from previous year 79,360.55 46,902.76 88,658.54 53,053.09
Profit/(Loss) carried to Balance Sheet 87,800.23 79,360.55 1,04,107.24 88,658.54

2. Summary of Operations & State of Companys affairs:

The profit for the year under consideration i.e. FY 2018-19, before depreciation, finance charges and tax is Rs. 35,720.09 Lakh as compared to a profit of Rs. 64,506.42 Lakh in the previous financial year. The profit for the year after tax is Rs. 22,349.45 Lakh as against a profit Rs. 41,493.84 Lakh during the previous financial year.

Your Company reported 4,21,691 MT sales of shrimp feed during 2018-19 as compared to 4,30,314 MT shrimp feed sales in the immediate preceding financial year 2017-18, a decrease of 2% volume.

The Four Windmills of your Company located in Karnataka State with a total capacity of 3.2 MW have generated 40.06 Lakh units as against 49.13 Lakh units in the previous year. The power generated during the year was sold to Karnataka Power Transmission Corporation Limited under the Power Purchase Agreement.

No material changes and commitments have occurred after the close of the financial year till the date 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.

3. Share Capital:

During the year under review, the Company (i) sub-divided One (1) equity share of Rs. 2/-each, into Two(2) equity shares of Rs. 1/- each, and (ii) issued Bonus equity shares in the ratio 1(One) new fully paid-up equity share of Rs. 1/- each for every

2 (Two) fully paid-up equity shares of Rs. 1/- each (i.e. Adjusted for Sub-Division of equity Shares), with the approval of the members, with requisite majority at the Extraordinary General Meeting held on 14.06.2018.

The record date for (i) sub-division of One equity share of Rs. 2/- each into Two equity shares of Rs. 1/- each and (ii) Bonus equity shares of Rs. 1/- each in the ratio of 1:2, was 27th June, 2018. The Bonus equity shares were allotted on 30th June, 2018.

The Company obtained listing and trading approval from Bombay Stock Exchange and National Stock Exchange for the 4,54,15,210 Bonus equity shares of Rs. 1/- each on 5th July, 2018.

As on 31st March, 2019 the authorized capital of the Company is Rs. 15,85,00,000 divided into 15.85,00,000 equity shares of Rs. 1/-each and paid-up capital is Rs. 13,62,45,630 divided into 13,62,45,630 equity shares of Rs. 1/- each.

4. Dividend:

Your Directors have recommended a dividend of Rs. 4 per equity share of Rs. 1/- each fully paid up, for FY 2018-19. The dividend, if declared by the Members at the 26th Annual General Meeting to be held on Friday, the 9th August, 2019, will be paid on or before 31st August, 2019.

The dividend, if approved, would result in a cash Rs. 6,570.05 lakhs , which includes corporate dividend distribution tax of Rs. 1,120.23 lakhs, resulting in a dividend payout of 29.40% profitsof the Company. the standalone

Pursuant to Reg.43A of SEBI (LODR) Regulations, the Company has formulated a Policy on Dividend

Distribution, which is disseminated on the Companys website at www.avantifeeds.com

5. Reserves:

The Company proposes to transfer Rs. 2,000 lakhs to the General Reserve out of the Profits available for appropriation.

6. Composition of the Board and details of Board meetings:

Sl. No 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 Mr. Bunluesak Sorajjakit Director
5 Mr. Wai Yat Paco Lee Director
6 Sri A.V. Achar Independent Director
7 Sri B.V. Kumar Independent Director
8 Sri M.S.P. Rao Independent Director
9 Sri K. Ramamohana Rao Independent Director
10 Sri N.V. D.S. Raju Independent Director
11 Smt. K. Kiranmayee Independent Woman Director
12 Sri J. V. Ramudu (from 10.11.2018) Independent Director
13 Sri Solmon Arokia Raj IAS Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited – represented as equity investor)
14 Sri A. Venkata Sanjeev (from 07.06.2019) Additional Director

6.1 Number of Board Meetings:

During the year 2018-19, 5 (Five) Board meetings were held. The details are as under:

Sl.No. Date of Board Meeting No of Directors Attended
1 09.05.2018 10
2 26.05.2018 9
3 06.08.2018 11
4 10.11.2018 12
5 08.02.2019 12

7. Committees of the Board:

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

8. Meeting of Independent Directors:

The details of the separate meeting of the Independent Directors are reported in the Report on Corporate Governance which forms part of the Boards Report.

9. Familiarization Programme for Independent Directors:

The details of the familiarization programme for the Independent Directors is reported in the Report on Corporate Governance attached to the Boards Report.

10. Independent Directors:

10.1 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, Smt. K. Kiranmayee and Sri J V Ramudu, 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 Sec. 149(6) of the Act and the Rules made thereunder and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 about their status as Independent Directors of the Company.

10.2 Continuation of Independent Directors beyond the age of 75 years:

As per Reg.17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, with effect from April 1, 2019, continuation of directorships of any person as Non-Executive Director who has attained the age of Seventy-Five (75) years requires Special Resolution. The Company has obtained the approval of the members, by way of Special Resolutions, through Postal Ballot during January, 2019 for continuation of Directorships of Sri B.V. Kumar [DIN:00521139] and Sri A.V. Achar [DIN:00325886]. The Special

Resolutions were approved by the members with requisite majority.

11. Changes in Directors :

During the year under review, Sri J.V. Ramudu was appointed as an Additional Director (Non-Executive & Independent) with effect from

10.11.2018 to hold office upto the date of

Annual General Meeting and subject to approval of the members at the ensuing Annual General Meeting for appointment as Independent Director to hold office for a period of 5 years w.e.f. 10.11.2018.

The Board at its meeting held on 07.06.2019 appointed Sri A Venkata Sanjeev as an Additional Director (Non-Executive) with effect from

07.06.2019 to hold office upto office upto the date of ensuing Annual General Meeting.

12. Appointment/Re-appointment of Directors: a) Re-appointment of retiring Directors;

In terms of Article 105 and 106 of the Articles of Association of the Company, Sri N. Ram Prasad and Mr. Wai Yat Paco Lee retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

b) Re-appointment of Independent Directors:

The term of appointment of Sri A.V.Achar, Sri B.V. Kumar, Sri M.S.P. Rao and Sri K. Ramamohana Rao, Independent Directors expires on 01.08.2019 or date of ensuing Annual General Meeting whichever is earlier. It is proposed to re-appoint Sri A.V. Achar, Sri B.V.Kumar, Sri M.S.P. Rao, and Sri K. Ramamohana Rao as Independent Directors for a further period of 2 years with effect from 02.08.2019.

The term of appointment of Sri N.V.D.S. Raju and Smt. K. Kiranmayee, as Independent Directors expires on conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint Sri N.V.D.S. Raju and Smt. K. Kiranmayee as Independent Directors, for a further period of 5 years with effect from 09.08.2019.

The Company has received a Notice from a member proposing the above re-appointments of Independent Directors, along with requisite deposit.

c) Appointment of Additional Director as Independent Director:

The term of Sri J.V. Ramudu who was appointed as Additional Director (Non-Executive & Independent Director) by the Board on 10.11.2018 expires at the ensuing Annual General Meeting. The Company received a Notice from a member proposing his appointment for a period of 5 years w.e.f. 10.11.2018 along with requisite deposit. It is proposed to appoint Sri J.V Ramudu as Independent Director for a period of 5 years w.e.f. 10.11.2018.

d) Appointment of Additional Director and Executive Director

The term of Sri A.Venkata Sanjeev who was appointed as Additional Director by the Board on 07.06.2019, expires at the ensuing Annual General Meeting. The Company received a Notice from a member proposing his appointment with effect from 07.06.2019, as Director along with requisite deposit. The Board at its meeting held on 07.06.2019 appointed Sri A. Venkata Sanjeev as Whole-time Director designated as Executive Director for a period of 5 years w.e.f. 09.08.2019, subject to approval of shareholders on the remuneration set out at Item No.6 of the Notice of the ensuing Annual General Meeting.

Nomination & Remuneration Committee and the Board recommended the appointment/reappointment of the above Directors. The details of the above Directors is disclosed in the Notice of the Annual General Meeting.

13. Policy on Directors appointment and Remuneration:

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 Boards Report.

The details of the remuneration paid to Sri A. Indra Kumar, Chairman and Managing Director and Sri C. Ramachandra Rao, Joint Managing Director, Company Secretary & CFO are as under:

( Rs. in Lakhs)
Details Sri A Indra Kumar CMD Sri C Ramachandra Rao, JMD, CS &
CFO
Salary 296.25 150.82
Ex-gratia 33.84 17.40
Superannuation 25.77 12.54
Commission on Profits 1,322.45 1,028.14
Total : 1,678.31 1,208.90

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 to Boards Report.

14. Change of Registered Office:

During the year under review, the Registered Office of the Company was changed from H.No.37, Plot No.37, Baymount, Rushikonda, Visakhapatnam – 530 045, to Flat No: 103, Ground Floor, "R" Square, Pandurangapuram, Vishakhapatnam-530003 with effect from 01.09.2018.

15. Transfer of Unpaid/unclaimed dividend to IEPF:

Pursuant to the provisions of Sec. 124(5) of the Companies Act, 2013, as amended, read with Investor Education and Protection Fund (awareness and Protection of Investors) Rules, dividend which remain unpaid or unclaimed for a period of 7 years will be transferred to the Investor Education and Protection Fund of the Central Government.

Shareholders / Investors who have not encashed their dividend warrant(s) within 7 years from the date of the declaration of dividend, are requested to make their claim to the Registrars & Transfer Agents i.e. Karvy Fintech Private Limited, Hyderabad or to the Company at its Corporate

Office. The unpaid dividend for the financial

2011-12 will be transferred to IEPF within the time limit prescribed under the provisions of the Act.

The following table provides a list of years for which unclaimed dividends 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 ( Rs. ) Face Value of the share ( Rs. ) Due date for transfer Amount of unpaid dividend as on 31.03.2019 (in Rs. )
1 2011-12 18.08.2012 6.50 10.00 22.09.2019 10,60,386
2 2012-13 27.07.2013 6.50 10.00 30.08.2020 10,44,868
3 2013-14 02.08.2014 15.00 10.00 05.09.2021 16,31,895
4 2014-15 08.08.2015 27.50 10.00 11.09.2022 22,72,662
5 2015-16 13.08.2016 7.00 2.00 17.09.2023 27,92,909
6 2016-17 12.08.2017 9.00 2.00 15.09.2024 34,74,261
7 2017-18 07.08.2018 6.00 1.00 10.09.2025 53,85,522

16. Transfer of shares to IEPF:

As per Sec.124(6) of the Companies Act 2013 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 of the Central Government. During the year under review, 591,915 equity shares of Rs. 1/- each were transferred to IEPF which pertains to unclaimed dividend by the shareholders for 7 years consecutively from 2010-11.

17. Loans, Guarantees or Investments:

The details of the Loans, Guarantees and Investments as on 31.03.2019 are as under :

a) Guarantees : Rs. 15,000.00 Lakh
b) Investments : Rs. 17,949.58 Lakh
Rs. 32,949.58 Lakh

18. Contracts or arrangements with Related Parties:

The particulars of contracts or arrangements with related parties referred to in Sec.188(1) in Form No. AOC-2 pursuant to Sec.134(3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed as Annexure -2 to this Report.

The Company formulated the Policy on dealing with Related Party Transactions. The details of the policy may be seen at the Companys website : www.avantifeeds.com

19. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, 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 Report.

20. Corporate Social Responsibility Committee: Composition:

Sl. No. Name Designation Chairman/ Members
1 Sri A. Indra Kumar Chairman & Managing Chairman
Director
2 Sri N. Ram Prasad Director Member
3 Sri A.V. Achar Independent Director Member
4 Sri B.V. Kumar Independent Director Member
5 Smt. K Kiranmayee Independent Director Member
6 Sri C. Ramachandra Rao Joint Managing Director, Company Secretary & CFO Member & Compliance Officer

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 activities.

CSR Policy

The Companys CSR Policy is disseminated at www.avantifeeds.com.

During the year 2018-19, One (1) meeting of the Corporate Social Responsibility Committee was held on 11th March, 2019.

CSR Expenditure during the year 2018-19:

As per the Sec.135(5) of Companies Act 2013, an amount of 2% of the average Net Profits of the

Company made during the three immediately preceding financial years which works out to

Rs. 757.15 lakhs, is to be spent towards Corporate Social Responsibility activities. The Company has spent Rs. 496.80 lakhs towards the CSR activities in the financial year 2018-19, balance unspent amount is Rs. 260.35 Lakhs. The detailed Report, on the CSR Activities (including the reasons for not spending the required amount) is annexed to Boards Report at Annexure - 3.

21. Management Discussion & Analysis:

Management Discussion and Analysis Report is annexed which forms part of this Report.

22. Business Responsibility Report:

The Business Responsibility Report is annexed which forms part of this Report.

23. Corporate Governance:

As a listed Company, necessary measures are taken to comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations. Report on the Corporate Governance together with a Certificate on compliance of Corporate

Governance by Independent Auditors forms part of this Report.

24. 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.

25. Whistle Blower Policy:

The Company established 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 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: www.avantifeeds.com.

26. Maintenance of cost records:

The Company has maintained the Cost records required to be maintained under Sec.148(1) of the Companies Act, 2013.

27. Subsidiaries and Associate Companies: 27.1 Report on the performance of Subsidiaries and associates:

The report on the business of the Subsidiaries and Associate companies as on 31.03.2019 is as follows:

27.2 Subsidiaries:

(a) Avanti Frozen Foods Private Limited(AFFPL):

During the year AFFPL reported turnover of

Rs. 75,251.99 lakhs and profit before tax is Rs. 9,173.10 lakhs. The Profitafter tax reported by AFFPL is

Rs. 8,247.45 lakhs for the year 2018-19.

(b) SVIMSAN Exports and Imports Private Limited: No business activity.

The consolidated financial statements of the

Company and its subsidiaries prepared in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under Sec.133 of the Companies Act, 2013 read with relevant Rules, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office and Corporate Office Company and also at the Registered Offices of the respective subsidiaries and will be available to the investors seeking information at any time.

The Company has adopted a Policy for determining Material subsidiaries in terms of Regulation 16(1) (c) of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. The Policy approved by the Board is available on the website of the Company at www.avantifeeds.com.

27.3 Joint Ventures:

During the year under review there were no Joint Ventures.

27.4 Associate Companies:

1. Srivathsa Power Projects Private Limited:

Srivathsa Power Projects Private Limited, is a 17.02 MW gas based independent power project situated in Andhra Pradesh in which company holds 49.99% of equity shares.

During the year 2018-19, the gas supplied by GAIL was only 20,422 SCMD as against the nominated quota of 65,000 SCMD stated to be due to non-availability of APM-Gas As a result, the power generation was limited to 308.20 lakhs units as against generation capacity of 1,100.00 lakhs units. During the year 2018-19, the Company reported a turnover of Rs. 1,138.80 lakhs and a loss of Rs. 210.97 lakhs after charging interest and depreciation, as per audited financials.

2 Patikari Power Private Limited:

The Company holds 25.88% equity shares in Patikari Power Private Limited which has a 16 MW Hydel Power Project in Himachal Pradesh. During the year 2018-19 as per audited financials the

Company generated 52.80 lakhs saleable energy units, yielding a gross sales income of Rs. 1,188.05 lakhs which resulted in a net profit of Rs. 530.94 e from the conclusion lakhs after charging interest, depreciation and tax. The term loan of Rs. 7506.00 lakhs availed by the Company has been repaid fully on 9th April, 2019 and it is debt free company.

27.5 Names of companies which have become or ceased to be subsidiaries, joint ventures or Associate companies:

There were no companies which have become or ceased to be Joint Ventures or associate companies.

27.6 Statement containing subsidiaries salient features of financial statements of subsidiaries:

Pursuant to Sec.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-4 of Boards Report.

28. 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 Management Discussion and Analysis Report which forms of the Boards Report.

The internal financial controls with reference to the Financial Statements for the year ended 31st March, 2019 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.

29. 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

30. Independent Auditors, their Report and Notes to Financial Statements:

At the 24th Annual General Meeting held on 12.08.2017 Tukaram & Company, Chartered Accountants, Hyderabad have been appointed as Independent Auditors of the Company for a period

5years,toholdthe of 24th Annual General Meeting till the conclusion of 29th Annual General Meeting to be held in the year 2022. The ratification of the appointment of

M/S Tukaram & Company, Chartered Accountants as Independent Auditors for the year 2019-20 is not required as per Companies (Amendment) Act, 2017 Notified on 07.05.2018.

During the year under review, M/s Tukaram & Co., Chartered Accountants, Independent Auditors of the Company has been converted in to LLP i.e. Tukaram & Co LLP with effect from 18.09.2018. Further, the report of the Independent Auditors along with notes to Schedules are annexed to this 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.

31. Compliance with Secretarial Standards:

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

32. Secretarial audit:

In terms of Sec. 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 2018-19, on a remuneration of Rs. 1,00,000/- plus taxes as applicable and reimbursement of actual travel and out of pocket expenses. The report of the Secretarial Auditor is annexed to this Report.

Sri V Bhaskara Rao & Co., Secretarial Auditor observed that the Company has not spent the required amount of CSR expenditure during the year 2018-19. The reasons for not spending the required amount of CSR expenditure is given in the detailed report on CSR Expenditure annexed to the Boards Report.

33. Directors Responsibility Statement:

Pursuant to the requirement Sec.134(3)(c)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 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.

34. Extract of Annual Return:

Pursuant to Sec. 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return (Form MGT-9) is enclosed to the Boards Report.

35. 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 Installing new IE3/IE4 high efficient motors for energy conservation. Company enhanced the Solar Energy Capacity from 10KW to 30 KW at Gujarat Plant.
Replaced all Traditional Lights with LED Lights.
(ii) The steps taken by the Company for utilizing alternate sources of energy Company studying feasibility of installing solar panels on roof top of its factory godowns to harness solar power.
(iii) The capital investment on energy conservation equipments Solar Energy at Gujarat for Rs. 12.33 Lakhs

(b) Technology absorption: Not applicable.

(c) Foreign Exchange Earnings and Outgo: During the year under review, the total Foreign Exchange Inflow - Rs. 156.17 lakhs.

Outflow Rs. 14,857.67 lakhs.

36. Public Deposits:

The Company has not accepted any Public Deposit and as such no principal or interest or any claim is outstanding as on the date of the Balance Sheet.

36.1 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.

37. Significant and material orders passed by the regulators:

None of the orders passed by Court or Tribunal has any impact on the going concern status of the Company or significant impact on Companys operations.

38. 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 Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

39. Particulars of Employees:

The statement containing particulars of employees as required under Sec. 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. 102 Lakhs or more are enclosed at Annexure-5 of this report.

40. Policy 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.

During the year ended 31.03.2019 the Company has not received any complaints pertaining to sexual harassment of employees. 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.

Acknowledgments:

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

Chairman & Managing Director

Place: Hyderabad

Date : 07.06.2019