The Shareholders,
Your Directors have pleasure in presenting the Forty Seventh Annual
Report and audited financial statements for the financial year ended 31st
March, 2023.
FINANCIAL RESULTS
(Rs. in Crores)
Description |
2022-23 |
2021-22 |
| Revenue from Operations |
4,233.68 |
4,400.29 |
| (Net) |
|
|
| Operating Expenditure |
4,122.12 |
4,155.94 |
| Depreciation |
35.46 |
36.57 |
| Operating Profit |
76.10 |
207.79 |
| Finance Costs |
18.48 |
17.58 |
| Other Income |
37.67 |
36.29 |
| Profit Before Tax |
95.30 |
226.50 |
| Provision for Tax |
24.81 |
58.21 |
Tax adjustment in respect of
earlier years |
- |
3.51 |
| Profit for the year |
70.48 |
164.78 |
Amount available for
appropriation |
753.75 |
759.61 |
OPERATIONS
Sales turnover of the Company for the year ended 31st March,
2023 was Rs.4,233.68 Cr. as compared to Rs.4,400.29 Cr. in the previous year – a
decline of 4%. Profit before tax was Rs. 95.30 Cr. as against Rs. 226.50 Cr. in the
previous year, a fall of 58 %. Profit after tax was Rs. 70.48 Cr.
During the year the profit margins of the Poultry and Poultry Products
segment have been severely affected due to the steep increase in the prices of key poultry
feed ingredients i.e. soya and maize. Also, realizations from sale of Day Old Chicks and
Grown Up Birds were lower. Oilseed segment registered lower sales and profits. During the
year, though the processing volume of this segment was higher by 4% as compared to
previous year, the margins were affected on account of subdued realizations from the
finished goods i.e. De-oiled cake and Oil. Performance of the Animal Health Products
segment has been satisfactory.
DIVIDEND
Your Directors recommend a dividend of Rs.6.00 per equity share (60%)
for the year ended 31st March, 2023. The dividend, if approved at the ensuing
Annual General Meeting, will absorb Rs.8.45 Crores.
The Companys dividend distribution policy is available at Page
no.150 of this report and also available on www.venkys.com.
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been
comprehensively covered in the Management Discussion and Analysis Report given in
Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE REPORT
As per the requirements of Regulation 34(3) read with Clause C of
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
a separate report on Corporate Governance along with the certificate issued by Company
Secretary in Whole-Time Practice thereupon is given in Annexure-B which forms part of this
Report.
ANNUAL RETURN
Pursuant to the provisions of Section 92 of the Companies Act, 2013 the
Annual Return of the Company is available on the website of the Company i.e.
www.venkys.com
GENERAL RESERVE
The Company has transferred an amount of Rs.50.00 Crores to its General
reserve for the year 2022-23.
MEETINGS OF BOARD
During the year 2022-2023, 4 (Four) meetings of the Board of Directors
were held on the following dates:
1) 10th May, 2022, 2) 5th August, 2022, 3) 9th
November, 2022 and 4) 10th February, 2023.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors declare that:
1. the accounts for the year ended 31st March, 2023 have
been prepared by following applicable accounting standards;
2. the Directors have 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 ended 31st March, 2023 and of the profit of the Company for that
year;
3. proper care has been taken for the maintenance of adequate records
for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities;
4. the accounts for the year ended 31st March, 2023 have
been prepared on a going concern basis;
5. internal financial controls to be followed by the company are laid
down and that such internal financial controls are adequate and are operating effectively;
and
6. proper systems are devised to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
BOARD OF DIRECTORS AND THEIR COMMITTEES
a. Changes in the Composition of Board of Directors.
As per the provisions of Companies Act, 2013 and Articles of
Association of the Company, Ms. Uttara J. Desai, Director is due for retirement by
rotation at the ensuing Annual General Meeting and, being eligible, offers herself for
re-reappointment.
The members in 46th Annual General Meeting appointed Brig.
Ashutosh Nargolkar (Retd.) as Independent Director upto the date of ensuing AGM of the
Company. Mr. Nargolkar being eligible offers himself for re-appointment as Non-Executive
Independent Director. If appointed in the ensuing AGM his term shall be from the date of
the ensuing AGM till the date of second consecutive AGM to be held by the Company in the
year 2025. Further, in the opinion of the Board, Brig. Ashutosh Nargolkar (Retd.)
possesses the required integrity, expertise and experience for being appointed as an
Independent Director on the Board of the Company.
A brief profile of the above Directors is given in the Corporate
Governance Report annexed to this report.
Apart from the above, there is no change in the Board of Directors of
the Company.
b. Declaration from Independent Directors:
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has
received declarations from all the Independent Directors confirming that they meet the
criteria of independence as stipulated under Section 149 of the Companies Act, 2013 and
Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and that they have complied with the Code for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013 and with the Code of Conduct for Directors and
Senior Management Personnel.
c. Policy relating to the remuneration for directors, key management
personnel & other employees.
The Companys policy on directors appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided in sub-section 3 of Section 178 of
Companies Act, 2013 is available on the website of the Company at
http://venkys.com/investors/ policies-and-reports
d. Annual evaluation by the Board of its own performance and that of
its Committees.
The board annually performs the evaluation of its own performance, the
Committees of the Board and that of individual Directors. While carrying out such
evaluation various aspects relating to the Board functioning such as adequacy of
composition, level of diversity of the Board, execution of specific duties, governance
etc. are considered. The same mechanism is applied while evaluating the performance of the
Committees of the Board and additionally the fulfillment of duties and scope as stipulated
by the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is considered.
The performance evaluation of individual directors is carried
considering factors like execution of specific assignments, effective contribution to the
Board discussions and decisions, independence of judgment and steps taken towards proper
governance of business and safeguarding interest of stakeholders.
e. Familiarization Programme of Independent Directors
The Company at selected intervals takes steps to familiarize its
independent directors about their roles, rights and responsibilities. The details of such
programme is available on the website of the Company at http://venkys.com/investors/
policies
f. Audit Committee
The Company have Audit Committee in place as per as Section 177 of the
Companies Act, 2013. Details of such committee is given in the Corporate Governance Report
which is annexed and forms part of this Report.
g. Managing Directors Remuneration:
Pursuant to provisions of Companies Act, 2013, the Managing Director of
the Company also draws remuneration from its Holding Company Venkateshwara Hatcheries
Private Limited.
h. Confirmation in relation to Independent Directors:
The Board hereby confirms that in its opinion all the Independent
Directors fulfill the conditions specified in the SEBI (LODR) Regulations, 2015.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Companys operations in
future.
MATERIAL CHANGES AND COMMITMENTS AFTER THE CLOSE OF FINANCIAL YEAR
There are no material changes and commitments, if any, affecting the
financial position of the company which have occurred between the end of the financial
year of the company to which the financial statements relate and the date of the report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans,
guarantees or made investments which fall under the purview of Section 186 of the
Companies Act, 2013.
RISK MANAGEMENT
The Company has in place a Risk Management Plan devised by the Board
and focuses on three key elements i.e. Risk Assessment, Risk Management and Risk
Monitoring. The Board therefore identifies elements of risk, focus on mitigating the risk
as per the plan and monitor the same post execution. In terms of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk
Management Committee to monitor and review the Risk Management Plan of the Company. Brig.
Rajeshwar Singh Rathore (Retd.), Chairman, Lt. Col. Ashok Mahajan (Retd.) and Mr. J. K.
Handa, are the members of the Committee.
CORPORATE SOCIAL RESPONSIBILITY
VH Group and in particular Venkys (India) Limited has been
historically conducting CSR activities concentrated on educational and medical services
for the upliftment of the society, promotion of sports, rural development projects etc.
Your company has, pursuant to Section 135 of the Companies Act, 2013, formed a CSR
Committee. The Annual Report on CSR for the F.Y. 2022-2023 is appended as Annexure C to
this report. The policy on CSR is available on the website of the company at
http://venkys.com/ investors/policies-and-reports
INTERNAL FINANCIAL CONTROLS
The internal control system is designed to ensure that all the
financial and other records are reliable for preparing financial statements and for
maintaining accountability of the assets. The Company has a proper and adequate system of
internal controls.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your company has established a Vigil Mechanism as per the provisions of
the Companies Act, 2013 for the Directors and Employees to report genuine concerns. The
Audit Committee is in-charge of this function. The details of Vigil Mechanism are
available on the website of the Company at http://venkys.com/
investors/policies-and-reports
DEPOSITS
During the year under review the Company has neither accepted any
deposits under Chapter V of the Companies Act, 2013 nor did any such deposits remain
unpaid or unclaimed.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 134 of the Companies Act, 2013,
read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, contracts or arrangements
entered into by the Company with Related Parties have been done at arms length and
are in the ordinary course of business. Hence, no particulars are being provided in Form
AOC - 2.
Related Party disclosures as per IND AS 24 have been provided in Note
No. 12 to the Financial Statements. The Related Party Transaction Policy is available on
www.venkys.com
ACCOUNTS
The accounts read with the notes thereon are self-explanatory and hence
do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery,
stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The
relevant information and the details of employees whose remuneration is required to be
disclosed in terms of the provisions of Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 appended to this Report as Annexure-D.
AUDITORS
M/s. S. K. Parekh & Co. LLP, Chartered Accountants were appointed
as Statutory Auditors of the Company in the 46th AGM and hold such office upto
the conclusion of sixth consecutive AGM thereof on such remuneration as may be decided by
the Board.
Further, the Auditors have not reported any Fraud under Section 143
(12) of the Companies Act, 2013 for the year ended 31st March, 2023.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and allied rules
thereof, the Board of Directors has re-appointed Mr. P. L. Shettigar, Practicing Company
Secretary as Secretarial Auditor for conducting the audit for the financial year
2023-2024. The Secretarial Audit Report for financial year ended 2022-2023 issued by Mr.
Shettigar is appended as Annexure-E and forms part of this Report.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Record and Audit) Rules, 2014 the Company has appointed M/s. Joshi Apte
& Associates, Pune as Cost Auditors of the Company for conducting cost audit for the
financial year 2023-24. Further, as per sub-section (3) of
Section 148 of the Companies Act, 2013 the remuneration decided between
the Board of Directors and Cost Auditor is put before the members for their ratification
in the ensuing Annual General Meeting. The Cost Audit for the financial year ended 31st
March, 2023 is under process and the Company will submit the Cost Auditors Report to
the Central Government in time.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Based on the market capitalization as on 31st March, 2023,
your Company continues to be in the Top 1000 Listed Companies in India. Hence, pursuant to
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 the
Business Responsibility and Sustainability Report describing the initiatives taken by the
Company forms part of the Annual Report.
INTERNAL COMPLAINTS COMMITTEE
The Company has in place an Internal Complaints Committees which are
constituted in terms of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. In the year 2022-2023 there were no complaints
received by these committees.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
As per the provisions of Companies Act, 2013, in the year 2022-2023 the
Company has transferred unclaimed dividend pertaining to financial year 2014-15 amounting
to Rs.14,62,835/- to the IEPF. The details of dividend to be transferred to IEPF in this
year and subsequent years are provided in the Corporate Governance Report which is annexed
to this Report.
Further, in the year 2022-2023, 16,899 shares of such shareholders
whose dividend remained unclaimed for past seven consecutive years were transferred to
IEPF. The details of shares proposed to be transferred to IEPF in the current year are
available on the website of the Company www.venkys.com.
SECRETARIAL STANDARDS
The Company has complied with all the applicable and effective
Secretarial Standards issued by the Institute of Company Secretaries of India from time to
time.
INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES
(ACCOUNTS) RULES, 2014.
A. Conservation of Energy
The operations of the Company are not very power intensive.
Nevertheless, the Company continues its efforts to conserve energy wherever practicable,
by economizing on the use of power at the farms, hatchery and offices. The Company has
installed state-of-the-art hatchers and setters at its hatcheries.
B. Technology Absorption
1. Research and Development (R & D)
a) Specific areas: R & D activities of the Company are concentrated
in the areas of developing wider application of Specific Pathogen Free (SPF) eggs and
application of various breeder management techniques to improve productivity and increase
feed efficiency.
b) Benefits derived: Wider acceptance of SPF eggs in the manufacturing
of human and livestock vaccines in India and higher production and increased feed
efficiency of breeders.
c) Plan of action: Further promotion of SPF eggs applications in the
biological industry.
d) Expenditure on R & D: The expenditure incurred by the Company
during the year on Research and Development was Rs.2.20 Crores.
2. Technology Absorption, Adaptation and Innovation
a) Efforts made : The Company maintains continuous interaction with
Charles River Laboratories Inc. (formerly SPAFAS
Inc.), U.S.A. for absorption of technology.
b) Benefits :
i. Development of new application
ii. Savings in foreign exchange through import substitution.
c) Technology Imported : SPF egg production and Reagent production
technologies were imported from Charles River Laboratories Inc.. The benefit of the
ongoing research by them in the said technologies is being derived by the Company through
continued association with them.
C. Foreign Exchange Earnings and Outgo
1. Efforts have been made to increase exports of hatching eggs and SPF
eggs.
2. Earnings and outgo:
a. Foreign exchange earnings (FOB): Rs.4.64 Cr.
b. Foreign exchange outgo: Rs.91.40 Cr.
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent
services of the Employees at all the levels. The Company also expresses its thanks to its
Shareholders, Bankers, Central and State Governments and District Level Authorities, Stock
Exchanges, Dealers and Customers of the Company for their valued support.
For and on behalf of the Board of Directors
Pune Anuradha J. Desai
August 7, 2023 Chairperson
+91-9892691696
