Directors Report of Advanta Ltd.
Dec 31, 2014
Dear Members,
The Directors take pleasure in presenting the 21st 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:
(in Lacs)
DESCRIPTION CONSOLIDATED STANDALONE
December, December, December, December,
31 2014 31 2013 31 2014 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 31st December, 2014
For Balance Sheet items For Statement of Profit & Loss
(Closing Rate) (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 Company''s 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 Company''s 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 Advanta''s 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 31st 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. 8th 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 31st 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 31st
December 2014 is H162 crores comprising 1620 Unsecured Non-Convertible
Debentures of H10,00,000 each.
ISSUE OF SHARES - ESOP
During the year under review, the paid-up share capital of the Company
has increased from H1686.85 lacs divided into 84,342,325 equity shares
of H2 each to H1687.42 lacs divided into 84,371,095 equity shares of H2
each consequent to the allotment of 28,770 equity shares of H2 each to
employees upon exercise of options under Employee Stock Option and
Shares Plan - 2006.
The particulars of shares allotted during the FY ended 31st December,
2014 are as follows:
Date of Allotment Name of the No. of Shares Date of Listing
Allottee 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 H79,444,210
comprising of 39,722,105 equity shares of H2 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 in- principally 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. 22nd March, 2014.
Appointment of Ambassador Deepak Vohra as an Independent Director
w.e.f. 22nd March, 2014.
Resignation of Mr. Arun C Ashar from the office of Director as well as
Whole-Time Director w.e.f. 30th 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. 1st
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. 1st January, 2015.
Further, Mr. Manoj Gupta resigned from the office of Manager w.e.f.
22nd 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 management''s 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 management''s
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 6th 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 1st 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 31st 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 31st 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 31st 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 company''s 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 20th September, 2006 is in
force. In accordance with the said Plan, the Company reserved 840,000
Equity Shares of H2/- each (originally 168,000 shares of H10/- each) to
be issued to its employees and to the employees of its subsidiaries on
one to one basis at an exercise price of H57/- 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 employee''s 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 3rd 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 H2 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 31st 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
Dec 31, 2013
Dear members,
The Directors take pleasure in presenting the 20th Annual Report on
the business and operations of the Company together with the audited
Financial Statements and the Report of the Auditors for the financial
year ended December 31, 2013.
FINANCIAL PERFORMANCE
The financial highlights for the year under review are presented
below:
(Rs. in Lakhs)
Consolidated Stand Alone
Description December
31, 2013 December
31, 2012 December
31, 2013 December
31, 2012
Sales including other
Income 126,256.24 107,299.46 11,172.01 12,753.84
Earnings before
Interest, Tax &
Depreciation 19,446.70 17,287.77 4,769.89 5,013.54
and Amortization
Profit before
exceptional item, prior
period 6,468.49 7,250.63 512.77 589.59
adjustments and Tax
Exceptional Item (1,668.96) (470.42) - (470.42)
Prior period
adjustments - - - -
Profit Before Tax 4,799.53 6,780.21 512.77 119.17
Profit / (Loss) After
Tax (PAT) 4,448.71 5,936.27 464.79 294.17
Add: Balance brought
forward from previous
year 19,250.17 13,464.60 (2,959.59) (2,780.57)
Adjustment on account
of amalgamation of - 143.47 - (179.02)
subsidiary company
Surplus Available for
Appropriations 23,698.88 19,544.34 (2,494.80) (2,665.42)
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 464.79 294.17 464.79 294.17
Balance Transferred
to Balance Sheet 23,234.09 19,250.17 (2,959.59) (2,959.59)
Conversion Rates as on 31st December 2013:
For Balance Sheet items For Profit & Loss Account (Average Rate )
(Closing Rate)
1USD = Rs. 61.8150 Rs. 58.4050
1AUD = Rs. 55.0957 Rs. 56.0710
1EURO = Rs. 85.1223 Rs. 78.8263
1THB = Rs. 1.8858 Rs. 1.8418
1IDR = Rs. 0.00508 Rs. 0.00539
1BRL = Rs. 26.1695 Rs. 26.5146
BUSINESS OVERVIEW / OPERATIONS
The business in the International Markets has shown a very impressive
growth. South East Asia and North Latin America have provided the base
for this growth. During the year, we got our products registered and
have started the commercial operations in Europe. Thailand has been an
outstanding success this year, backed by very good supply position of
our corn production. USA again produced excellent results which is
backed by focus, value capture and development of branded business in
USA and Mexico.
Corn and Sweet Corn have produced excellent growth of 70% and 55%
respectively. Sorghum (22% growth) and Sunflower (27% growth) also had
a very good year.
Longreach program has produced high quality wheat varieties which has
increased our market share. This project looks very promising now and
is likely to breakeven in 2014. Our forages like Nutrifeed and
Sugargraze have got excellent response in the Indian market.
Canola which was the most successful crop for us in 2012, had a poor
year particularly in Australia, due to reduction in planting acreages.
This resulted in a reduction of 32% in our canola business in
Australia. In addition to this, we faced certain seed performance
related issues with one hybrid of canola in certain parts of Australia
which highlighted the need for improving the seed quality assurance
processes in canola. We have paid highest attention to this area and
corrected the situation. We have also recruited a global quality lead
who is entrusted with the job of improving quality processes in all our
units. We are sure to see few big changes in the immediate future.
During the year, the first Nutrisun order was executed. However, we
still need to progress the research activity to improve the seed and
crop production economics.
FUTURE OUTLOOK / PROSPECTS
Advanta endeavors to breed improved hybrid varieties of field (rice,
cotton, mustard, forage & grain sorghums, corn, sunflower and pearl
millet) and vegetable (okra, hot pepper, brinjal, gourds) crops which
will have the capacity to increase the productivity and profitability
of farmers and help his crops to fight various pests and diseases and
adverse weather conditions.
Investment in Agriculture R&D is the most effective way of ensuring
food security and economic growth. The pressing need is for quality
seed of varieties and hybrids that are not only high yielding but
resilient to less input-water, fertilizers etc. Thus food security is
interwoven with the seed security. Advanta''s R & D targeted its
research for developing hybrids that excel in the market with quality
assurance.
Your company with vast experience in seed production of major
agricultural crops backed by a very strong in-house R&D program for
crops 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.
From an internal perspective, the company has the inherent capacity to
continue improving its efficiencies. From supply chain perspective,
the company can leverage on its worldwide capacity and footprint to
achieve a better cost position and from risk management perspective
several strategies are being implemented to encase this important
opportunity.
From R&D perspective, we will be developing even greater focus on our
programs, to be able to gather resources in the most profitable
projects that will bring a larger return.
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 Advanta''s and its partners capabilities
throughout the integrated value chain.
We are going to put in place a team of specialists to focus on the defi
nition of the next round of strategic investment allocations to develop
next generation products in the markets and geographies that will have
the larger capacity to return value to our stakeholders.
We will focus on our growth in our core crops and the geographies with
higher adaptability and acceptance to our products. Important growth
areas will come from South America and Eastern Europe.
We do see a great potential for Sorghum penetrating as a clear solution
for growers facing water availability constraints in other crops.
During the last several months we have undertaken various activities to
improve our efficiencies in logistics and production capabilities to
be able to benefit from a better cost position without jeopardizing
our commitment to quality. Some of these events have resulted in
higher cost impact in the current season, however the benefit will be
felt over the next production cycles.
Finally it is important to highlight the excitement in our management
team when we see the prospect of the new product that will be coming
from our R&D engine in our actual core growth crops as well as some new
business segments that we will be entering to compete.
MODERNIZATION / EXPANSION PROJECTS
We continue to evaluate the capacity and plant requirements as the
business continues to develop. We have taken up numerous negotiations
to find suitable partners to assist in capacity expansion.
We are evaluating IT systems to assist in development of supply chain
management system to improve planning, production and inventory
management. We have implemented a handheld production recording system
in Thailand with a view to expand it''s adoption across the geographies.
RESEARCH & DEVELOPMENT
We continue to invest 10-12% of our revenues in research activity. This
is essential to ensure a competitive future for the company.
Current commercial sorghum hybrids in Australia and Argentina are
performing very well. New hybrid Scorpio in Australia promises to be
the top new hybrid in the market. Commercial corn hybrids are doing
well in Thai and Asian region. Programs in Brazil and Argentina are on
track for launching new hybrids by 2015-2016. Sunflower hybrids in
Argentina are performing very well. Released hybrids in EU are doing
reasonably well. Next hybrid generation will include Orobanche
resistance. Canola materials in Australia are also doing reasonably
well. Long Reach has broken even in 2013. Varieties have started gaining
market share and are promising to make it a profitable business very
soon.
A new sorghum breeding program has been settled in Ethiopia which will
work in parallel with the Indian program to develop sorghum for food
consumption for the African and Asian markets.
First GMO events in sorghum (drought tolerance), rice (RR, drought T.
and Bt) and tomato (virus tolerance) have been planted in the
greenhouses for screening. GMO introgression team and facilities have
been settled down in Brazil and backcrosses were started in Brazil for
all Advanta tropical corn hybrids.
New SNP technology is running for sunflower, corn and sorghum. We have
trained the breeders to enable them to apply MAS in their breeding
programs in order to get a better genetic gain and speed up the process
to market.
In the IT area we have implemented the electronic field data
collection with Handhelds and start implementing a new breeding
software (PRISM) which are expected to speed up the decision taken time
and accuracy of information.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors do not recommend any Dividend for the Financial
Year ended 31st December, 2013 in view of the inadequate profits
during the said year. Owing to the said reason, it is not proposed to
transfer any amount to General Reserve.
Pursuant to the provisions of the Companies Act, 1956, the Company
shall create a Debenture Redemption Reserve Account for redemption of
its debentures and adequate amounts shall be transferred to the said
Account, out of its profits every year, until such debentures are
redeemed fully.
In compliance with the aforesaid provisions, the Company has
transferred an amount of Rs.464.79 lacs to the Debenture Redemption
Reserve, being the available surplus profit for the year ended 31st
December, 2013.
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 Commercio De Sementas LTDA Brazil; Pacifi c Seeds Pty. Ltd.
Australia; Advanta Semillas SAIC Argentina; Advanta (BVI) Ltd. -
British Virgin Islands; Long Reach Plant Breeders Management Pty. Ltd.
Australia; Pacifi c Seeds (Thai) Ltd. Thailand; Pacific Seeds Holding
(Thailand) Ltd Thailand; Advanta Seeds JLT Dubai.
During the year under review, Advanta Seed International, Mauritius,
has incorporated a subsidiary in Dubai under the name of ''Advanta Seeds
JLT''.
Due to nil operations in Advanta Seeds Limited since its incorporation,
the Board of Directors of the said Company resolved to close the
Company and made an application under the Fast Track Exit Scheme, to
the Registrar of Companies, Mumbai for striking off the name of the
Company from the Register of Companies maintained by the Registrar of
Companies. Accordingly, the name of the Company has been struck off
from the Register of Companies.
During the year under review, Advanta Finance BV Netherlands and
Advanta International BV Netherlands have been merged with Advanta
Holdings BV, Netherlands.
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.8th 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 31st December, 2013, 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 shall also be kept 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 the 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, your Directors present the Audited Consolidated
Financial Statements in the Annual Report.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under reference in terms of Clause
32 of the Listing Agreement entered into by the Company with the Stock
Exchanges is annexed hereto.
NON-CONVERTIBLE DEBENTURES
The outstanding amount of Non-Convertible Debentures as on 31st
December 2013 is Rs.162 crores comprising 1620 Unsecured
Non-Convertible Debentures of Rs.10,00,000 each.
CHANGE OF NAME
As proposed and approved in the previous AGM held on 5th June 2013, the
name of your Company has been changed from Advanta India Limited to
Advanta Limited. The fresh Certificate of Incorporation consequent
upon change of name of the Company has been issued by the Registrar of
Companies, A.P. on 28th June 2013.
SUB-DIVISION OF SHARES
As the members are aware, the nominal value of shares of the Company
has been subdivided from Rs.10 per share to Rs.2 per share. The same
has been intimated to ROC and the change has been affected in the
Advanta scrip listed at BSE and NSE also. The equity shares of the
Company are traded based on paid up value of Rs.2 per share.
ISSUE OF SHARES - ESOP
Consequent to the issue of 26,610 equity shares of Rs.2 each to
employees upon exercise of options under Employee Stock Option and
Shares Plan - 2006 of the Company, during the year under review, the
paid-up share capital of the Company increased from Rs.1686.31 lacs
divided into 84,315,715 equity shares of Rs.2 each to Rs.1686.85 lacs
divided into 84,342,325 equity shares of Rs.2 each.
The particulars of shares allotted during the FY ended 31st December,
2013 are as follows:
Date of Listing
Date of
Allotment Name of the Allottee No. of Date of listing
Shares BSE NSE
26.04.2013 Pachok Pongpanich 6,470 03.06.2013 05.06.2013
15.07.2013 Jorge Moutous 20,140 13.08.2013 14.08.2013
Note: Number of shares has been adjusted in view of the subdivision of
nominal value of equity shares from Rs.10 per share toRs.2 per share.
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. If the
bondholder(s) opt for conversion, 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 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 58A and 58AA of the Companies Act, 1956,
and the Companies (Acceptance of Deposits) Rules, 1975, during the year
under review.
DIRECTORS / MANAGER
Mr. V.R. Kaundinya resigned from the office of Managing Director
w.e.f. 31st December 2013, however he continues to hold the office of
Non-Executive Director on the Board of the Company.
Pursuant to the provisions of Section 256 of the Companies Act, 1956
and the Articles of Association of the Company Mr. Hardeep Singh and
Dr. Vasant Prakash Gandhi, Directors of the Company retire by rotation
at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
A brief profile of the said Directors as required under Clause
49(IV)(G) of the Listing Agreement is provided in the Notice, attached
hereto. The Board of Directors recommends the same for your approval in
the ensuing AGM.
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. As recommended by the Audit Committee,
the Board of Directors propose the appointment of M/s. S.R.Batliboi &
Associates LLP, Chartered Accountants as Statutory Auditors for the
financial year 2014.
The Statutory Auditors have confirmed that their appointment, if made,
will be in accordance with the provisions of Section 224(1B) of the
Companies Act, 1956.
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.
Pacific Seeds Holdings (Thailand) Ltd., Long reach Plant Breeders
Management Pty. Ltd., PT Advanta Seeds Indonesia, Advanta Comercio De
Sementes Ltda., Advanta Holdings BV and Advanta Semillas SAIC, stating
that there is no virtual certainty as required by Accounting Standard
(AS) 22, ''Accounting for Taxes on Income'' to indicate that it is
probable that the said companies will have sufficient taxable profits
against which such deferred tax assets can be utilized.
In this regard, your attention is invited to Note No. 37 of Notes to
Consolidated Accounts on recognition of deferred taxes containing
management''s 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" in respect of Advanta Semillas SAIC, Argentina,
subsidiary company. Your attention is invited to Note No. 37 wherein
the management explained its view 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 6th 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 1st day of January 2013, audited
by a practicing Cost Accountant.
In view of the aforesaid, the Board of Directors has re-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 31st December, 2014.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained by the Directors, they 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,
2013, the applicable accounting standards have been followed and that
no material departures have been made from the same.
ii. That the directors had selected such accounting policies and
applied them consistently and made the judgments and estimates 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 Directors had prepared annual accounts for the year ended
31st December, 2013 on a going concern basis.
QUALITY
Quality first! True progress lies in enhancing the quality of life of
farmers and making their future better. In line with this thought, we
have reinforced our focus on quality what it means to us and how we can
achieve higher quality in our processes, product development and people
management.
Advanta has striven for and successfully created a participatory
approach in its regional / country / location specific farming
practices by partnering with farmers / local communities and leveraging
on growing awareness levels of farmers on access to better inputs,
infrastructure and emerging agronomic / management practices for better
yields.
In Research, Marketing and Sales, we have been moving from strength to
strength in line with the strategies laid out on New Product
Development, Go to Market and Customer Satisfaction.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to the provisions of Clause 49 of the Listing Agreement, a
report on Management Discussion and Analysis is furnished as Annexure -
A 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 the Companies
(Disclosures of particulars in the report of Board of Directors) Rules,
1988 are provided in Annexure B which forms part of this report.
PERSONNEL
The relationship with all employees and workers at all levels of the
Company remained very 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 SCHEMES
(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 20th 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 employee''s tenor and upon the Company
meeting annual performance benchmarks based on parameters set by the
Remuneration Committee.
The disclosures as required under Clause 12 & 19 of SEBI (Employees
Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999
are enclosed as Annexure C to this Report.
(ii) Advanta Employee Stock Option Plan 2013
During the Financial Year 2013, the Company introduced another Employee
Stock Option Plan under the captioned title, upon obtaining approval by
the shareholders through Postal Ballot process.
Under the said Plan, a maximum of 1,300,000 options have been reserved
to be issued to such eligible employees of the Company and also to that
of its subsidiaries as may be decided by the Remuneration Committee
from time to time, which if exercised would give rise to equal number
of shares of Rs.2 each.
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 31st December 2013.
ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation for the
valuable support and co-operation received from customers, investors,
lenders, business associates, banks, financial institutions, various
statutory authorities and society at large.
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 : Dubai Jaidev R. Shroff
Date : 30.01.2014 Chairman
Dec 31, 2012
The Board of Directors are pleased to present the 19th Annual Report of
the Company together with the Audited Statement of Accounts, Auditors''
Report and the report on business and operations of the Company for the
financial year ended 31st December 2012.
FINANCIAL PERFORMANCE
The financial highlights for the year under review are presented below:
(Rs. in Lacs)
Consolidated Stand Alone
Description 31-Dec-2012 31-Dec-2011 31-Dec-20 31-Dec-2011
Sales Including other
Income 107,299.46 95,214.92 12,946.75 17,044.22
Earnings Before
interest, Tax &
Depreciation and 17,287.77 13,584.90 5013.54 7,315.10
Amortization
Profit before
exceptional item,
prior period
adjustments 7,250.63 2,679.24 589.59 1,593.66
and Tax
Exceptional Item (470.42) (238.24) (470.42) -
Prior period
adjustments - (62.95) - -
Profit Before Tax 6,780.21 2,378.05 119.17 1,593.66
Profit / (Loss)
After Tax (PAT) 5,936.27 1,229.05 294.17 1,418.66
Add: Balance brought
forward from
previous Year 13,464.60 13,654.21 (2,780.57) (2,780.57)
Adjustment on account
of amalgamation of
subsidiary 143.47 - (179.02) -
company
Surplus Available for
Appropriations 19,544.34 14,883.26 (2,665.42) (1,361.91)
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 294.17 1,418.66 294.17 1,418.66
Balance Transferred
to Balance Sheet 19,250.17 13,464.60 (2,959.59) (2,780.57)
Conversion rates as on 31st December, 2012:
For Balance Sheet items (Closing Rate) [For Profit & Loss Account
(Average Rate)
1 USD = Rs. 54.9950 Rs. 54.0500
1AUD = Rs. 57.0463 Rs. 55.5191
1 EURO = Rs. 72.5302 Rs. 70.6148
1THB = Rs. 1.7978 Rs. 1.7403
11DR = Rs. 0.00571 Rs. 0.00578
1BRL = Rs. 26.8596 Rs. 27.6617
BUSINESS OVERVIEW/OPERATIONS
We have seen an excellent growth of 21% in the International business
of the company during this year. We adopted a new business model in
India under which UPL has been given the rights to produce and sell our
seeds and in turn UPL shall make royalty payment to our Company as a
certain percentage on sale. This change has helped to smoothen the
operations and the results are encouraging.
Canola crop in Australia performed the best during this year riding on
the success of the varieties and the TT technology. Canola showed a
76% growth at the global level. Long reach varieties have gained share
in the wheat markets of Australia based on superior performance. Corn
seed production suffered due to bad weather in Thailand, adversely
affecting the availability in various markets. But still corn recorded
a good growth of 11% over the last year. The other crops performed
well.
FUTURE OUTLOOK / PROSPECTS
The future outlook of this business looks very bright. In 2013, the
business environment is expected to be favorable in view of the high
commodity prices in corn, sorghum and oilseeds. Our International
business, particularly in Europe, SE Asia and Latin America is poised
for a big growth in 2013. Few of the investments which we have been
making in research and market development are expected to start paying
off from 2013 onwards. We have positioned ourselves for a good growth
by producing adequate amount of seed to meet the planned growth in
2013. During 2012, we have launched GM corn in Philippines and Brazil
which is expected to ramp up in 2013. However, all our plans are
subject to favorable weather in all our operating countries.
MODERNISATION / EXPANSION PROJECTS
We are in the process of modernizing our plants in Thailand and
Argentina. Because of the continuous growth in our business, the
capacities of our plants are being completely utilized in all the
countries. We are reviewing these capacities and will be taking actions
soon to upgrade all the facilities to suit the medium term business
plans.
We are also investing in various market development activities in
emerging markets like SE Asia and Africa. These investments have long
gestation period.
RESEARCH & DEVELOPMENT
We continue to invest 10% to 11% of our revenues in research activity.
This is essential to ensure a good future for the company. The
investments in long gestations projects like Nutrisun and Long reach
have started to show results in 2012. We have seen Nutrisun getting
its first big order in this year which will be executed in 2013. This
will make this project break even in 2013. Similarly Long reach
varieties have started gaining market share and are promising to make
it a profitable business very soon. We have invested in a SNP machine
in Argentina which should increase the speed and the precision of our
breeding activities with the use of SNP markers. We have invested more
in the breeding programmes in France and Brazil during this year.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors do not recommend any Dividend for the Financial
Year ended 31st December, 2012 in view of inadequate Profits during the
said year. Owing to the said reason, it is not proposed to transfer any
amount to General Reserve Account.
Pursuant to the provisions of the Companies Act, 1956, the Company
shall create a debenture redemption reserve Account for redemption of
its debentures and adequate amounts shall be transferred to the said
Account, out of its profits every year, until such debentures are
redeemed fully.
In compliance with the aforesaid provisions, the Company has
transferred an amount of Rs. 294.17 lacs to the debenture redemption
reserve, being the available surplus profit for the year ended 31st
December 2012.
SUBSIDIARIES
As on date, your Company has four direct subsidiaries: Advanta Seeds
Limited - India; Advanta Holdings B.V. - Netherlands; Advanta Seed
International - Mauritius; PT Advanta Seeds Indonesia - Indonesia and
eleven step-down subsidiaries: Advanta US Inc. - USA; Advanta
Netherlands Holdings B.V. - Netherlands; Advanta Finance B.V. -
Netherlands; Advanta International B.V. - Netherlands; Pacific Seeds
Holding (Thailand) Ltd - Thailand; Advanta Commercio De Sementas LTDA -
Brazil; Pacific Seeds Pty. Ltd. - Australia; Advanta Semillas, SAIC -
Argentina; Pacific Seeds (Thai) Ltd. - Thailand; Long Reach Plant
Breeders Management Pty. Ltd. - Australia; Advanta (B.V.I) Ltd.-
British Virgin Islands.
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 Profit and Loss account 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.8th 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, Profit and Loss account
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 31st December, 2012, 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 shall also be kept 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 the 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, your Directors present the Audited Consolidated
Financial Statements in the Annual Report.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under reference in terms of Clause
32 of the Listing Agreement entered into by the Company with the Stock
Exchanges is annexed hereto.
NON-CONVERTIBLE DEBENTURES
The outstanding amount of Non-Convertible Debentures as on 31st
December 2012 is Rs. 162 crores comprising 1620 Non-Convertible
Debentures of Rs. 10,00,000 each.
ISSUE OF SHARES - ESOP
Consequent to the issue of 8,931 equity shares of Rs. 10 each to
employees upon exercise of options under Employees Stock Option and
Shares Plan-2006 of the Company, during the year under review, the
paid-up share capital of the Company increased from Rs. 1685.42 lacs
divided into 16,854,212 equity shares of Rs. 10/- each to Rs. 1686.31
lacs divided into 16,863,143 equity shares of Rs. 10 each.
The particulars of shares allotted during the FY ended 31st December,
2012 are as follows:
Date of
Allotment Name of the
Allotted No. of
Shares Date of Listing
BSE NSE
27.02.2012 H. Sateesh Hegde 4028 27.03.2012 27.03.2012
07.05.2012 Suresh Atluri 504 13.07.2012 24.07.2012
10.08.2012 Dr. M. Narasimham 800 03.09.2012 31.08.2012
07.11.2012 Dr. Surinder K. Tikoo 1008
Dr. M. Narasimham 1000
V. Satyadev 908 29.11.2012 23.11.2012
V.R.Kaundinya 683
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. If the
bondholder(s) opt for conversion, the equity capital of the Company
will increase by an amount of Rs. 7,94,44,210 comprising of 79,44,421
equity shares of Rs. 10 each.
During the year under review, the Company has not received any
conversion notice from the FCCB holders.
Further 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.
COMMERCIAL PAPER
In January 2013, the Company has redeemed all the outstanding 300 units
of Commercial Paper (CP) of face value of Rs. 5 lacs each aggregating
to Rs. 15 Crores which were issued in January 2012. Consequently, there
are no outstanding Commercial Paper as on date.
RIGHTS ISSUE
As the members are aware, the Company had filed Draft Letter of Offer
(DLOF) for issue of equity shares on rights basis aggregating to an
amount upto Rs. 200 Crores with SEBI on 30.03.2011.
We are glad to inform you that, the Company has received final
observations from SEBI vide its letter No. CFD/DIL-1/ SD/19128/2012
dated August 28, 2012.
Your management, in consultation with its Book Running Lead Managers,
will take a decision on the future course of action.
PUBLIC DEPOSITS
The Company has neither accepted nor renewed any deposits from public
within the meaning of Section 58A and 58AA of the Companies Act, 1956,
and the Companies (Acceptance of Deposits) Rules, 1975, during the year
under review.
DIRECTORS
Pursuant to the provisions of Section 256 of the Companies Act, 1956
and the Articles of Association of the Company Mr. Vikram R. Shroff and
Mr. Vinod Sethi, Directors of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
A brief profile of the said Directors as required by Clause 49(IV)(G)
of the Listing Agreement is provided in the Notice, attached hereto.
The Board of Directors recommends the same for your approval in the
ensuing AGM.
AMALGAMATION AND ARRANGEMENT
Your Board of Directors feel glad to inform you that the Hon''Ble High
Court of Andhra Pradesh, vide its order dated 09.10.2012 has sanctioned
the Scheme of Amalgamation and Arrangement between your Company and
it''s wholly owned subsidiary, Unicorn Seeds Private Limited and their
respective Shareholders and Creditors.
The said Scheme, which has come into effect from 23rd November 2012,
being the Effective Date has become operative from 01.04.2011, being
the Appointed Date.
AUDITORS AND AUDITORS REPORT
M/s. SR 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 reappointment. As recommended by the Audit Committee,
the Board of Directors propose the appointment of M/s. S.R.Batliboi &
Associates LLP, Chartered Accountants as Statutory Auditors for the
financial year 2013.
The Statutory Auditors have confirmed that their appointment, if made,
will be in accordance with the provisions of Section 224(1B) of the
Companies Act, 1956.
Statutory Auditors of the Company, vide Para 9 of their Report on
Consolidated Financial Statements, have qualified their Report about
"recognition of deferred tax assets" with respect to the subsidiary
companies i.e. Pacific Seeds Holdings (Thailand) ltd., Long reach Plant
Breeders Management Pty. Ltd., PT Advanta Seeds Indonesia, Advanta
Comercio De Sementes LTDA., Pacific Seeds Pty Ltd., Advanta Holdings BV
and Advanta Semillas SAIC, stating that there is no virtual certainty
as required by Accounting Standard (AS) 22, ''Accounting for Taxes on
Income'' to indicate that it is probable that the said companies will
have sufficient taxable profits against which such deferred tax assets
can be utilized.
In this regard, your attention is requested to Note No.33 of Notes to
Consolidated Accounts on recognition of deferred taxes containing
management''s opinion that the said unused losses can be utilized.
Auditors of the Company, vide para 10 of their Report on Consolidated
Financial Statements have qualified their Report about the "recognition
of MAT Credit entitlement" in respect of Advanta Semillas SAIC,
Argentina, subsidiary company. Your attention is invited to Note No.
33 wherein the management explained its view that the said MAT credit
can be utilized.
Auditors of the Company, vide para 11 of their Report on Consolidated
Financial Statements have qualified their Report about "consolidated
segment information." Your attention is invited to Note No.40 wherein
the management explained its view that providing the said information
would be prejudicial to the interest of the Group.
COST AUDIT
The members may note that by virtue of Order No. F.No. 52/26/CAB-2010,
dated 6th 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 1st day of January 2013, audited
by a practicing Cost Accountant.
In view of the aforesaid, the Board of Directors have 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 31st December, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors 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,
2012, the applicable accounting standards have been followed and that
no material departures have been made from the same.
ii. That 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 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 Directors had prepared annual accounts for the year ended
31st December, 2012 on a going concern basis.
QUALITY
Quality first! True progress lies in enhancing the quality of life of
farmers and making their future better. In line with this thought, we
have reinforced our focus on quality - what it means to us and how we
can achieve higher quality in our processes, product development and
people management.
Advanta has striven for and successfully created a participatory
approach in its regional / country / location specific farming
practices by partnering with farmers / local communities and leveraging
on growing awareness levels of farmers on access to better inputs,
infrastructure and emerging agronomic / management practices for better
yields.
In Research, Marketing and Sales, we have been moving from strength to
strength in line with the strategies laid out on new Product
Development, Go to Market and Customer Satisfaction.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to the provisions of Clause 49 of the Listing Agreement, a
report on Management Discussion and Analysis is furnished as Annexure -
A 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 the Companies
(Disclosures of particulars in the report of Board of Directors) Rules,
1988 are provided in Annexure - B which forms part of this report.
PERSONNEL
The relationship with all employees and workers at all levels of the
Company remained very 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 PLAN (ESOP)
The Advanta India Limited Employees Stock Option and Shares Plan - 2006
(ESOPs) approved by the shareholders on 20th September, 2006 is in
force. In accordance with the said Plan, the Company reserved 1,68,000
Equity Shares to be issued to its employees and to the employees of its
subsidiaries on one to one basis at an exercise price of Rs. 285/-
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
employee''s tenor and upon the Company meeting annual performance
benchmarks based on parameters set by the Remuneration Committee.
The disclosures as required under Clause 12 & 19 of SEBI (Employees
Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999
are enclosed as Annexure - C 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
It may be noted that the entire paid up equity share capital of the
Company (except 2 shares) are held in dematerialized form as on 31st
December 2012.
ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation for the
valuable support and co-operation received from customers, investors,
lenders, business associates, banks, financial institutions, various
statutory authorities and society at large.
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 India Limited
Place : Mumbai V.R. Kaundinya Vikram R Shroff
Date : 26.04.2013 Managing Director Director
Dec 31, 2011
The Directors are pleased to present the 18th Annual Report together
with the audited accounts of your Company for the year ended December
31, 2011.
FINANCIAL HIGHLIGHTS
The financial performance of the Company, for the year ended December
31, 2011 is summarized below:
(Rs In Lacs)
Consolidated Stand Alone
Description December 31, December 31, December 31, December 31,
2011 2010 2011 2010
Sales
Including
other Income 95,214.92 70,652.07 17,044.22 14,052.22
Earnings
Before
interest,
Tax &
Depreciation
and
Amortization 13,584.90 7,539.66 7,315.10 2,623.93
Exceptional
Items (238.24) (1,362.50) Nil Nil
Profit /
(Loss) Before
Tax (PBT) 2,441.00 (3,016.84) 1,593.66 (2,923.14)
Profit /
(Loss) After
Tax (PAT) 1,292.00 (2,822.82) 1,418.66 (2,923.14)
Profit /
(Loss) After
Tax (Net of
Minority
Interest
& prior
period
adjustment) 1,229.05 (2,745.29) 1,418.66 (2,976.14)
Add: Balance
brought
forward
from previous
Year 13,654.21 16,399.50 (2,780.57) 195.57
Surplus
Available
for
Appropri
ations 14,883.26 13,654.21 (1,361.91) (2,780.57)
Appropri
ations:
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 1,418.66 Nil 1,418.66 Nil
Balance
Transferred
to Balance
Sheet 13,464.60 13,654.21 (2,780.57) (2,780.57)
TOTAL 14,883.26 13,654.21 (1,361.91) (2,780.57)
Conversion rates as on 31st December, 2011:
For Balance Sheet items
(Closing Rate) For Profit & Loss Account
(Average Rate)
1USD = Rs 53.105 Rs 48.930
1AUD = Rs 53.9919 Rs 49.7841
1EURO = Rs 68.6993 Rs 64.2695
1THB = Rs 1.6827 Rs 1.5862
1IDR = Rs 0.00585 Rs 0.00541
1BRL = Rs 28.4638 Rs 27.7180
BUSINESS OVERVIEW/OPERATIONS
The global consolidated business of Advanta has grown by an impressive
34.77% in 2011. Sweet Corn crop led the pack with a growth of 88%
followed by Canola at 78%, Corn at 59%, Sunflower at 57% and Sorghum at
21%. Sorghum continues to be our largest crop contributing about 35% of
our business. Among our subsidiaries we had excellent performances in
Argentina, Thailand, USA and some of our International markets. Adverse
weather conditions in Australia, Thailand and USA led to production
losses which affected our business in the last quarter. Our wheat
breeding program in Australia has started releasing good products to
the market which are getting increasing acceptance from the farmers.
New high quality forages are looking very promising in India.
We continued to invest 11% of our revenues in research. This is an
important investment we are making in order to have a secure future. We
continue to access GM traits through licensing mechanism and are in the
process of introducing GM corn in Brazil and Philippines.
We have improved our inventory management very well in 2011. We are
running very low on stocks in most of our crops by the end of the year.
This is a result of tight production planning and generation of good
sales as per plan. This helped us to improve our working capital
management this year.
We improved gross margins of our business from 44% to 46% through
improved prices and reduced cost of goods. Overall, 2011 was a very
good year for Advanta.
During the year, the Company has recorded a consolidated total income
of Rs 95,214.92 Lacs as against Rs 70,652.07 Lacs for the previous year,
which is 34.77% higher than that of the previous year. The consolidated
Profit after tax stood at Rs 1,229.05 Lacs as against loss after tax of
(Rs 2,745.29) Lacs for the previous year.
As stipulated in the Listing Agreement with the Stock Exchanges, the
consolidated financial statements have been prepared by the Company in
accordance with the relevant accounting standards issued by the Central
Government under Companies (Accounting Standards) Rules, 2006. The
audited consolidated financial statements together with Auditors'
Report thereon form part of the Annual Report
FUTURE OUTLOOK
2012 presents exciting prospects for us. The crop economics of corn,
sunflower and canola look very good for the farmers which should help
them to buy high quality inputs. The weather so far has been holding
good.
We expect good growth in all our subsidiaries although some of them
will have a tight availability of seed in 2012. We expect very good
growth in all our crops but more particularly in Canola, Corn,
Sunflower and Sweet Corn.
We are paying special attention to diversification of production and
building supply chain capabilities in the organization. With
considerable growth projected in some of the International markets like
SE Asia, Europe, North Latin America and Africa we are looking at
taking up new production sites in some of these countries. Corn is
expected to drive most of our future growth and we are paying special
attention to building capabilities in this crop. We are also looking at
making processing arrangements in some of these countries either by
ourselves or through outsourcing. We have reviewed our growth prospects
till 2015 and are putting in place plans to plug the gaps in the
required strengths and skills. This is a major area of investment for
us.
MODERNISATION / EXPANSION PROJECTS
We are modernizing our plants in Thailand and Argentina. These
investments will improve the quality of our products, particularly
corn. We are increasing processing and storage capacities in many of
our subsidiaries so that they can take care of the increasing load of
the products.
RESEARCH & DEVELOPMENT
We continue to invest 11% of our revenues in research. We want to
increase the speed of creating new products through the use of modern
technology. We are increasing the outlay on the use of molecular marker
technology in our breeding programs.
We are also building capabilities with a SNP marker platform in our
Argentina biotech laboratory. This will help us to use the latest
technology to enhance the speed and the power of our breeding programs.
We have set up new breeding programs in France and Brazil which will
help us to develop products for Europe and the tropical corn markets.
This is a major investment we are making to increase our global reach.
DIVIDEND
The Board of Directors do not recommend any dividend for the financial
year ended 31st December, 2011 in view of inadequate profits during the
said year. As such, no amount is proposed to be transferred to General
Reserve.
SUBSIDIARY COMPANIES
As on date, your Company has five direct subsidiaries: Unicorn Seeds
Private Limited - India; Advanta Seeds Limited - India; Advanta
Holdings B.V. - Netherlands; Advanta Seed International - Mauritius; PT
Advanta Seeds Indonesia - Indonesia. and eleven step-down subsidiaries:
Advanta US Inc. - USA; Advanta Netherlands Holdings B.V. - Netherlands;
Advanta Finance B.V. - Netherlands; Advanta International B.V. -
Netherlands; Pacific Seeds Holding (Thailand) Ltd - Thailand; Advanta
Commercio De Sementas LTDA - Brazil; Pacific Seeds Pty. Ltd. -
Australia; Advanta Semillas, SAIC - Argentina; Pacific Seeds (Thai)
Ltd. - Thailand; Long Reach Plant Breeders Management Pty. Ltd. -
Australia; Advanta (B.V.I) Ltd.- British Virgin Islands.
Pursuant to the provisions of Section 212 of the Companies Act, 1956,
the Company is required to attach the Directors' Report, Balance Sheet,
and Profit and Loss account 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. 8th February, 2011,
general exemption has been granted to the Companies from complying with
the provisions of Section 212 of the Act in respect of their
subsidiaries. This implies that your Company, being the Holding Company
need not attach the Balance Sheet, Profit and Loss account 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 31st December, 2011, prepared
in compliance with applicable Accounting Standards is 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 shall also be kept for
inspection by any shareholder in 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. Abridged Financial Information
of Subsidiaries is also given on page No. 86 of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the 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, your Directors present the Audited Consolidated
Financial Statements in the Annual Report.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under reference in terms of Clause
32 of the Listing Agreement entered by the Company with the Stock
Exchanges is annexed hereto.
NON-CONVERTIBLE DEBENTURES
During the year under review the Company has redeemed 2130 Unsecured
Non-Convertible Debentures of Rs 10,00,000 each aggregating to Rs 213
Crores out of 3750 Unsecured Non-Convertible Debentures of Rs 10,00,000
each aggregating to Rs 375 Crores. As on date, the Company has 1620
outstanding Unsecured Non-Convertible Debentures of Rs 10,00,000 each
aggregating to Rs 162 crores.
INCREASE IN SHARE CAPITAL
Consequent to the issue of 2,223 equity shares of Rs 10 each to
employees upon exercise of options under Employee Stock Option Scheme -
2006 of the Company, during the year under review, the paid-up share
capital of the Company increased from Rs 1,685.20 lacs divided into
16,851,989 equity shares of Rs 10/- each to Rs 1,685.42 lacs divided into
16,854,212 equity shares of Rs 10 each.
The particulars of shares allotted during the FY ended 31st December,
2011 and till the date of this Report are as follows:
Date of
Allotment Name of the Allottees No. of
Shares Date of Listing
BSE NSE
28.02.2011 David Callachor 2223 05.04.2011 04.04.2011
27.02.2012 H. Sateesh Hegde 4028 26.03.2012 26.03.2012
09.05.2012 Atluri Suresh 504 ** **
** since the corresponding number of shares were allotted on the date
of this report itself, the requisite listing application will be made
in the due course of time.
FOREIGN CURRENCY CONVERTIBLE BONDS
During the year under review the Company has issued USD 50,000,000
Floating Rate Guaranteed Convertible Bonds due 2016 Convertible into
Ordinary Shares or Global Depositary Shares representing Ordinary
Shares of the Company.
The said bonds are listed at Singapore Exchange Limited. Upon full
conversion of these bonds, the equity capital of the Company will
increase by an amount of Rs 7,94,44,210 comprising of 79,44,421 equity
shares of Rs 10 each.
During the year, the Company has not received any conversion notice
from the FCCB holders.
Details such as the total bonds issued, bonds converted, expected
number of shares allotted with respect to outstanding FCCBs have been
given in detail in Corporate Governance Report.
COMMERCIAL PAPER
In January 2012, the Company has issued 300 units of Commercial Paper
(CP) of face value of Rs 5 lacs each aggregating to Rs 15 Crores in demat
mode, having a tenor of 364 days. M/s. Axis Bank Ltd., Begumpet,
Hyderabad has been appointed as Issuing and Paying Agent. The said
instruments were rated 'CARE A1 (SO)' [A One Plus (Structured
Obligation)] by CARE, the Credit Rating Agency.
Subsequently, the Company redeemed the outstanding Commercial Paper
(CP) of Rs 15 Crores which were issued in January 2011.
RIGHTS ISSUE
As the members are aware, an enabling resolution was passed in their
EGM held on 17th March, 2011, authorizing the Board to raise funds upto
an amount of Rs 750 Crores.
In view of the aforesaid, the Company has filed Draft Letter of Offer
(DLOF) for issue of equity shares on rights basis aggregating to an
amount upto Rs 200 Crores with SEBI on 30.03.2011.
SEBI approval is awaited in this regard.
PUBLIC DEPOSITS
The Company has neither accepted nor renewed any deposits from public
within the meaning of Section 58A and 58AA of the Companies Act, 1956,
and the Companies (Acceptance of Deposits) Rules, 1975, during the year
under review.
DIRECTORS
Pursuant to the provisions of Section 256 of the Companies Act, 1956
and the Articles of Association of the Company Dr. Vasant P. Gandhi and
Mr. Jaidev R. Shroff, Directors of the Company retire by rotation at
the ensuing Annual General Meeting and being eligible, offer themselves
for re-appointment.
Board of Directors recommends their re-appointment.
SCHEME OF AMALGAMATION AND ARRANGEMENT
The members may note that the Board of Directors of your Company has
approved the Scheme of amalgamation and arrangement between Advanta
India Limited, the transferee Company and Unicorn Seeds Private
Limited, the Wholly owned Subsidiary of your Company, being the
transferor company and their respective shareholders and creditors (the
Scheme).
In this regard, both the Stock Exchanges, BSE and NSE, where the shares
of the Company are listed, have accorded their respective approval to
the said Scheme.
Further, the members may note that the Hon'ble High Court of A.P. vide
its Order, Dt.26th April, 2012 has directed that the respective
Meetings of Equity Shareholders and Trade Creditors of the Company be
held on 2nd June, 2012 for the purpose of approving the said Scheme.
AGREEMENT WITH UPL
With the completion of the pilot project on integration of sales and
marketing function with United Phosphorus Limited (UPL) in India, as a
progression of this process, the Company has entered into a License
Agreement subsequent to the end of the year for transfer of technical
know-how, manufacture and sale of licensed products in consideration of
royalty from UPL. Pursuant to this arrangement the Company has sold
its inventories to UPL.
AUDITORS AND AUDITORS REPORT
M/s. SR Batliboi and Associates, Chartered Accountants, Auditors of the
Company retires at the ensuing Annual General Meeting. They have
expressed their willingness to continue and confirmed that their
appointment, if made, shall be in accordance with the provisions of
Section 224(1B) of the Companies Act, 1956.
Statutory Auditors of the Company vide Para 8 in their Report on
Consolidated Financial Statements read with Note No. 10 of Schedule 21
(Notes to Consolidated Accounts) have qualified the recognition of
deferred tax assets with respect to the subsidiary companies i.e.
Pacific Seeds Holdings (Thailand) Ltd., Longreach Plant Breeders
Management Pty. Ltd., PT Advanta Seeds Indonesia, Advanta Comercio De
Sementes LTDA., Pacific Seeds Pty Ltd., Advanta Holdings BV and Advanta
Semillas SAIC, stating that there is no virtual certainty to indicate
that the said companies will have sufficient taxable profits against
which such deferred tax assets can be utilized.
In this regard, your attention is requested to Note No.10 of Schedule
21 (Notes to Consolidated Accounts) on recognition of deferred taxes
containing management's opinion that the said unused losses can be
utilized.
Auditors of the Company, vide para 9 of their Report on Consolidated
Financial Statements have qualified their Report about "consolidated
segment information." Your attention is invited to Note No.19 of
Schedule 21, wherein the management explained its view that providing
the said information would be prejudicial to the interest of the
Company.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217 (2AA) of the Companies Act,
1956:
i. That in the preparation of accounts for the period ended December
31, 2011, the applicable accounting standards have been followed and
that no material departures have been made from the same.
ii. That the selected accounting policies have been applied
consistently and the judgments and estimates 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 Directors had prepared annual accounts for the year ended
31st December, 2011 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to the provisions of Clause 49 of the Listing Agreement, a
report on Management Discussion and Analysis is furnished as Annexure -
A 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 the Companies
(Disclosures of particulars in the report of Board of Directors) Rules,
1988 are provided in Annexure - B which forms part of this report.
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 therein
is related to any Director of the Company and all the employments are
contractual in nature.
EMPLOYEES STOCK OPTION PLAN (ESOP)
The Advanta India Limited Employees Stock Option and Shares Plan - 2006
(ESOPs) approved by the shareholders on 20th September, 2006 is in
force. In accordance with the said scheme, the Company reserved
1,68,000 Equity Shares for its employees and for the employees of its
subsidiaries on one to one basis at an exercise price of Rs 285/- 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 options granted is conditional upon the
employee's tenor and upon the Company meeting annual performance
benchmarks based on parameters set by the Remuneration Committee.
As the intrinsic value (difference between Market price and Excise
price) on the date of the grant was nil, no compensation cost has been
recognized in the financial statements.
The disclosures as required under Clause 12 & 19 of SEBI (Employees
Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999
are enclosed as Annexure - C to this Report.
CORPORATE GOVERNANCE
As per 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 the Company Secretary in
practice confirming compliance is annexed as part of the Annual Report.
LISTING
The Equity Shares of your Company continue to be listed on Bombay Stock
Exchange Limited (BSE) and National Stock Exchange of India Limited
(NSE). There is no default in payment of Annual listing fees.
DEMATERIALISATION OF SHARES
It may be noted that the entire paid up equity share capital of the
Company (except 102 shares) are held in dematerialized form as on 31st
December 2011.
ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation for the
valuable support and co-operation received from customers, investors,
lenders, business associates, banks, financial institutions, various
statutory authorities and society at large.
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 India Limited
Date: 07.05.2012 Vikram R Shroff V.R.Kaundinya
Place: Hyderabad Director Managing Director
Dec 31, 2010
We are pleased to present the 17th Annual Report on the business and
operations of your Company. The financial highlights for the year
under review are given below:
Description Consolidated Stand Alone
(Rs. In Lacs) (Rs. In Lacs)
Current Previous Current Previous
Year Year Year Year
Sales Including
other Income 70652.07 69,834.04 14052.22 11,008.25
Earnings Before
interest, Tax
Depreciation and
Amortization 7135.96 10,081.04 (248.11) (1541.89)
Exceptional Items (1362.50) -- -- --
Profit / (Loss)
Before Tax (PBT) (3161.72) 1663.96 (2976.14) (4,328.19)
Profit / (Loss)
After Tax (PAT) (2967.70) 2520.03 (2976.14) (4,143.00)
Profit / (Loss)
After Tax (Net of
Minority Interest
& prior period
adjustment) (2745.29) 2,705.03 (2976.14) (4,143.00)
Add: Balance brought
forward from
previous Year 16399.50 13,891.51 195.57 4,535.60
Surplus Available for
Appropriations 13654.21 16,596.54 (2780.57) 392.61
Appropriations
Proposed Final Dividend -- 168.42 -- 168.42
Tax on Dividend -- 28.62 -- 28.62
Transfer to
General Reserve -- -- -- --
Balance Transferred
to Balance Sheet 13654.21 16,399.50 (2780.57) 195.57
TOTAL 13654.21 16,596.54 (2780.57) 392.61
Conversion rates as on 31st December, 2010:
For Balance Sheet items (Closing Rate) For Profit & Loss Account
(Average Rate)
1USD = Rs. 44.76 Rs. 45.65
1AUD = Rs. 45.58 Rs. 43.73
1EURO = Rs. 59.84 Rs. 63.46
1THB = Rs. 1.49 Rs. 1.44
1IDR = Rs. 0.00497 Rs. 0.00493
1BRL = Rs. 26.97 Rs. 26.86
OPERATIONS
During the year, the Company has recorded a consolidated total income
of Rs. 70,652.07 lacs as against Rs. 69,834.04 lacs for the previous
year, which is 1.17% higher than that of the previous year. The
consolidated loss after tax stood at Rs. 2,745.29 lacs for the current
year as against Profit after tax of Rs. 2,705.03 lacs for the previous
year.
The business of the company performed very well in Australia and
Argentina during the year. The performance of sorghum, canola, mustard
and sweet corn crops during the year was excellent. Adverse weather
conditions contributed to lower performance in Thailand which pulled
down the performance of corn as a crop. Global sunflower markets were
under tremendous pressure during the year because of which the
sunflower seed sales of the company, particularly in Africa, Pakistan
and India were adversely affected. The company carried out
restructuring activities in Australia wherein the employee strength was
optimized. This should help the company in reducing operating costs in
2011. During the year, the company acquired the business of an
established sorghum seed company called Crosbyton Seeds in Texas, USA.
This acquisition helps the company to increase its market share in US
sorghum markets by a wide margin. The frst commercialization of
Nutrisun oil took place during the year. The product has made an impact
with some of the customers and we are expecting a bright business
development to take place in the future.
As stipulated in the Listing Agreement with the Stock Exchanges, the
consolidated financial statements have been prepared by the Company in
accordance with the relevant accounting standards issued by the Central
Government under Companies (Accounting Standards) Rules, 2006. The
audited consolidated financial statements together with AuditorsÃ
Report thereon form part of the Annual Report.
FUTURE OUTLOOK
The weather conditions have come back to normal in Australia and
Thailand. As such we are expecting a conducive weather for 2011
business. The agricultural commodity prices have started looking up on
all fronts. This should help our business prospects in 2011. The
development of high quality forage market is taken up by the company in
India with products like Nutrifeed and Sorghum BMR 6. This segment has
a very bright future. The prospects in the hybrid mustard market look
very bright. The company has started new sunflower breeding programme
in France and a new corn breeding programme in Brazil. These
investments should give the company considerable advantage in new
markets like Europe and Brazil in future. The company is investing in
developing sorghum market in Africa which should give very good returns
in the medium term. Similarly the strong performance of tropical corn
hybrids of the company are being taken to new countries in the Asian
region which should help the company in expanding the business in
future. The company has made considerable progress in some of the Latin
American countries like Mexico, Colombia, Bolivia, etc with sunflower,
corn and sorghum and these investments are expected to yield rich
results in future. Development of sunflower markets in Europe and CIS
countries is going at a rapid pace. Introduction of GM traits into the
companyÃs products has been moving at high speed particularly in corn,
canola, cotton and other crops. This should help the company to
participate effectively in this fast growing market. The wheat
breeding programme in Australia has started seeing commercial success
of the products and this is expected to pick up speed in the next few
years.
DIVIDEND
The Board of Directors do not recommend any Dividend for the Financial
year ended 31st December, 2010 in view of the loss incurred during the
said year. As such, no amount is proposed to be transferred to General
Reserve.
SUBSIDIARIES
As on date, your Company has five direct subsidiaries: Unicorn Seeds
Private Limited - India, Advanta Holdings B.V. - Netherlands, Advanta
Seeds International - Mauritius, Advanta Seeds Limited - India, PT
Advanta Seeds Indonesia - Indonesia. We have ten step-down
subsidiaries: Advanta US Inc. - U.S.A., Advanta Netherlands Holdings
B.V. - Netherlands, Advanta Finance B.V. - Netherlands, Advanta
International B.V. - Netherlands, Pacifc Seeds Holding (Thailand) Ltd -
Thailand, Advanta Comercio De Sementas LTDA - Brazil, Pacifc Seeds Pty.
Ltd. - Australia, Advanta Semillas, SAIC - Argentina, Pacifc Seeds
(Thai) Ltd. - Thailand, Long Reach Plant Breeders Management Pty. Ltd.
- Australia.
Pursuant to the provisions of Section 212 of the Companies Act, 1956,
the Company is required to attach the Directorsà Report, Balance Sheet,
Profit and Loss account and other documents of its subsidiaries along
with its Balance Sheet.
However, the Ministry of Corporate Affairs, Government of India has
granted approval that the requirements to attach various documents in
respect of subsidiary companies, as set out in section 212(1) of the
Companies Act, 1956 shall not apply to the Company. Accordingly, the
Annual Report does not contain the Balance Sheet, Profit and Loss
account, Directorsà Report and other documents of these subsidiaries.
However, the Company has attached the consolidated financial statements
duly audited by the Auditors for the year ended 31st December, 2010.
The Audited consolidated
statements of your Company form part of the Report as per Accounting
Standard - 21. Abridged Financial Information of Subsidiaries is
attached herewith. The Annual Accounts of the subsidiary Companies and
the related detailed information will be made available to the holding
and subsidiary companies investors seeking such information at any
point of time. Further, the Annual Accounts of the subsidiary
Companies will also be kept for inspection by any investor in its head
office and that of the subsidiary companies concerned. Further,
Statement as required under Section 212 in respect of Subsidiary
Companies is annexed to this Report.
CASh FLOW ANALYSIS
The Cash Flow Statement for the year under reference in terms of Clause
32 of the Listing Agreement entered into by the Company with the Stock
Exchanges is annexed hereto.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the 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, your Directors present the Audited Consolidated
Financial Statements in the Annual Report.
MODERNISATION / EXPANSION PROJECTS
The company is investing in expanding the biotech laboratory in
Hyderabad and at Balcarce, Argentina. These investments will help in
increasing the capacity in modern technology areas like molecular
markers and transformation of crop with GM traits. Investments are made
in strengthening processing facilities in Thailand and US.
ACQUISITION
As reported previously, the acquisition of 100% of the Assets and
Business of Crosbyton Seed Company ("CSC") Crosbyton, Texas, USA has
been completed. The said acquisition has yielded good business results.
RESEARCh & DEVELOPMENT
The company continues to invest heavily in research. During the year
about 12% of the revenue was invested in research and development.
There has been a signifcant increase in the research outlay of the
company in the last three years, the results of which will come in the
future. We are investing in increasing the speed of our breeding
program by using modern tools like molecular breeding. New breeding
stations are set up in Toulouse, France (for sunflower) and Brazil (for
Corn) which will give the company considerable depth in these crops in
the future. The vegetable breeding program in India has been
strengthened considerably and along with the sub station in Egypt, this
program is expected to change the Profile of our vegetables range in
the next 2 - 3 years. There has been a change in the leadership of the
research function in the company and a new thrust is being given by the
new leadership to bring about greater rigour into the commercial
aspects of the research program that the company is undertaking.
The Company has incurred revenue expenditure of Rs. 6,623.20 lacs (LY:
Rs. 5,013 lacs) during the year in addition to capital expenditure.
ESOP SChEME & CAPITAL STRUCTURE
The Advanta India Limited Employees Stock Option and Shares Plan 2006
("Plan") implemented by the company in the year 2006 to reward and
motivate its employees for better performance is in force. The company
has issued and allotted 10,351 Equity Shares of Rs. 10/- each during
the financial year ended 31st December 2010 and 2223 Equity Shares of
Rs. 10/- each on February 28, 2011 against the exercise of options. The
paid-up-capital of the Company as on date is Rs. 168,542,120/- (Rupees
Sixteen Crores Eighty Five Lakhs Forty Two Thousand One Hundred and
Twenty only). The particulars of shares allotted during the year are as
follows:
NON-CONVERTIBLE DEBENTURES
During the year under review, the Company has issued Non-Convertible
Debentures of Rs.375 Crores in two trenches, i.e. of Rs.250 Crores on
13th March, 2010 and Rs.125 Crores on 25th September, 2010 in Demat
mode. The said Debentures are listed in Wholesale Debt Segment of the
BSE and presently the said Debentures are permitted for trading under
Debt Segment of BSE.
COMMERCIAL PAPER
In January 2011, the Company has issued Commercial Paper (CP) for Rs.15
Crores, i.e., 300 units of Rs.5 lacs each in Demat mode, having a tenor
of 364 days, wherein M/s Axis Bank Ltd., Begumpet, Hyderabad has been
appointed as Issuing and Paying Agent. The said Instruments were rated
"PR1+ (SO) by CARE, the Credit Rating Agency.
WIThDRAWAL OF DRAFT LETTER OF OFFER (DLOF) Ã RIGhTS ISSUE
As the members are aware, the Company had planned to raise funds of
about Rs.500 Crores through issue of securities on Rights basis. Since
the then proposed Rights issue consisted of issue of compulsorily
convertible preference shares and warrants convertible into Equity
Shares to the share holders of the company including the persons
resident outside India including FIIs and NRIs, the Company made an
Application to FIPB to seek its approval. However, the said Authority
did not accept the companyÃs proposal on the grounds that the issue is
not in conformity with the current permissible scope of FDI in
agriculture for development of seeds.
In light of this and as advised by SEBI, the Company withdrew the Draft
Letter of Offer (DLOF) fled with SEBI.
Further, the Company is revisiting on its fund raising plans and in
this regard, an EGM is convened to be held on 17th March, 2011, wherein
an enabling resolution is proposed for the consideration of the
members, authorizing and empowering the Board to raise funds up to an
amount of Rs.750 Crores
AUDITORS AND AUDITORS REPORT
M/s. SR Batliboi and Associates, Chartered Accountants, Statutory
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting. They have expressed their willingness
to continue and confirmed that their appointment, if made will be
within the limits prescribed under Section 224 of the Companies Act,
1956. Board of Directors recommends their appointment.
Statutory Auditors of the Company vide Para 7 in their report on
Consolidated Financial Statements read with Note No.10 of Schedule 21
(Notes to Consolidated Accounts) have qualifed the recognition of
deferred tax assets with respect to the subsidiary Companies, i.e,
Pacifc Seeds Holding (Thailand) Ltd., Longreach Plant Breeders
Management Pty Ltd., PT Advanta Seeds Indonesia, Advanta Comercio De
Sementes Ltd., Pacifc Seeds Pty Ltd., and Advanta Semillas SAIC stating
that there is no suffcient virtual certainty to indicate that these
companies will have suffcient taxable Profits against which the unused
tax losses can be utilized.
In this regard, your attention is requested to Note No.10 of Schedule
21 (Notes to Consolidated Accounts) on "recognition of deferred taxes"
containing managementÃs opinion that the said unused losses can be
utilized.
Auditors of the Company vide Clause 8 of their report on Consolidated
Financial Statements have qualifed their report about "segment
reporting."
your attention is invited to Note No.15 of Schedule 21, wherein the
management explained its view that providing the said information would
be prejudicial to the interest of the Company.
DIRECTORS
Pursuant to the provisions of Section 256 of the Companies Act, 1956
and the Articles of Association of the Company, Mr. Vinod Sethi and Mr.
Hardeep Singh, Directors of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment. Board of Directors recommends their re-appointment.
PUBLIC DEPOSITS
The Company has neither accepted nor renewed any deposits from public
within the meaning of Section 58A and 58AA of the Companies Act, 1956,
and the Companies (Acceptance of Deposit) Rules, 1975, during the year
under review.
EMPLOYEES STOCK OPTION PLAN (ESOP)
The Advanta India Limited Employees Stock Option and Shares Plan - 2006
(ESOPs) as approved by the Shareholders on 20th September, 2006 is in
force. In accordance with the scheme, the Company reserved 1,68,000
Equity Shares for the employees of the Company and its subsidiaries on
one to one basis at an exercise price of Rs. 285/- 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
options granted is conditional upon the employeeÃs tenor and upon the
Company meeting annual performance benchmarks based on parameters set
by the Remuneration Committee.
As the intrinsic value (difference between Market price and Excise
price) on the date of the grant was nil, no compensation cost has been
recognized in the financial statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement, a report on the
Management Discussion and Analysis is provided as ÃAnnexure AÃ to this
report.
CONSERVATION OF ENERGY, TEChNOLOGY ABSORPTION AND FOREIGN EXChANGE
EARNINGS AND OUTGO
The Particulars as required under sub à section (1) (e) of section 217
of the Companies Act, 1956, read with the Companies (Disclosures of
particulars in the report of Board of Directors) Rules, 1988, are
provided in the ÃAnnexure BÃ to the directorÃs report.
PERSONNEL
The Board of Directors wishes to express their appreciation to all the
employees for their outstanding contribution to the operations of the
Company during the year. The information required under Section 217(2A)
of the Companies Act, 1956 and the Rules made thereunder is provided in
Annexure forming part of the Report. In terms of Section 219(1)(b)(iv)
of the Act, the Report and Accounts are being sent to the shareholders
excluding the aforesaid Annexure. Any shareholder interested in
obtaining copy of the same may write to the Company Secretary. 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.
"GROUP" FOR INTER SE TRANSFER OF ShARES
As required under Clause 3(1)(e) of the Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 ("Regulations") persons constituting "Group" (within the meaning
as defned in the Monopolies and Restrictive Trade Practices Act, 1969)
for the purpose of availing exemption from applicability of the
Provisions of Regulation 10 to 12 of the aforesaid Regulations, are
given in the ÃAnnexure CÃ attached herewith and forms part of this
Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217 (2AA) of the Companies Act,
1956:
i. That in the preparation of accounts for the period ended December
31, 2010, the applicable accounting standards have been followed and
that no material departures have been made from the same.
ii. That the selected accounting policies have been applied
consistently and the judgments and estimates 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 loss of the Company
for that period.
iii. That proper and suffcient care has been taken for the maintenance
of 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 annual accounts for the year ended 31st December, 2010 have
been prepared on a going concern basis.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement entered into with the Stock
Exchanges, a separate section on Corporate Governance practices
followed by the Company together with a certificate from the Company
Secretary in practice confirming compliance is set out in the Annexure
D forming part of this report.
DEMATERIALIZATION OF ShARES
It may be noted that the entire paid up equity share capital of the
Company (except 2 equity shares) are held in dematerialized form as on
31st December, 2010.
LISTING
The Equity Shares of your Company continue to be listed on Bombay Stock
Exchange Limited (BSE) and National Stock Exchange of India Limited
(NSE). There is no default in payment of Annual listing fees.
Further, the Non-Convertible Debentures of the Company issued in Demat
mode, are listed in Wholesale Debt Segment of the BSE and presently the
said Debentures are permitted for trading under Debt Segment of BSE.
ACKNOWLEDGEMENTS
Your Directors extend their gratitude to various Government Agencies,
Lender Banks, business associates/customers, vendors and Bankers for
their continued support.
your Directors place on record their sincere appreciation for the
contribution made by the employees of the Company and its subsidiaries
at all levels through their hard work, dedication, solidarity and
support.
Last, but not the least, your Board place on record its gratitude to
all its stakeholders for their sustained confdence in and association
with the Company.
For and on behalf of the Board of
Advanta India Limited
Date : 28.02.2011 V.R.Kaundinya Vikram R Shroff
Place : Hyderabad Managing Director Director
Dec 31, 2009
We are pleased to present the 16,th Annual Report on the business and
operations of your Company together with the audited financial
statements and the Auditors Report of your Company for the financial
year ended 31st December, 2009.
The financial highlights for the year under review are given below:
Consolidated Stand-Alone
Description (Rs. In Lacs) (Rs. In Lacs)
Current Year Previous Year Current Year Previous Year
Sales Including
other Income 69,834.04 62,336.08 11,008.25 16,230.68
Profit/(Loss) Before
interest, Depreciation
& Tax 10,344.05 11,931.73 (1,019.54) 4,097.81
Less: Interest &
Financial Charges 6,203.26 4,254.45 2,408.38 2,167.90
Less: Depreciation 2,174.18 1,875.95 886.12 870.39
Profit / (Loss)
before Tax and
Exceptional Items 1,966.61 5,801.33 (4,314.05) 1,059.52
Profit / (Loss)
Before Tax (PBT) 1,966.61 5,801.33 (4,314.05) 1,059.52
Profit/(Loss) After
Tax (PAT) 2,822.68 5,234.20 (4,128.86) 984.96
Profit / (Loss)
After Tax (Net of
Minority Interest &
prior period
adjustment) 2,705.03 5,049.75 (4,143.00) 856.94
Add: Balance
brought forward
from previous
Year 13,891.51 9,163.77 4,535.60 4,000.67
Surplus Available
for Appropriations 16,596.54 14,213.52 392.61 4,857.61
Appropriations
Proposed Final
Dividend 168.42 168.39 168.42 168.39
Tax on Dividend 28.62 28.62 28.62 28.62
Transfer to General
Reserve 00.00 125.00 00.00 125.00
Balance Transferred
to Balance Sheet 16,399.50 13,891.51 195.57 4,535.60
TOTAL 16,596.54 14,213.52 392.61 4,857.61
Conversion rates
as on 31st December, 2009:
For Balance Sheet
items (Closing Rate) For Profit & Loss Account (Average Rate)
1USD = Rs. 46.535 Rs. 47.628
1AUD = Rs. 41.884 Rs. 37.739
1EURO= Rs. 67.076 Rs. 67.626
1THB = Rs. 1.397 Rs. 1.401
1IDR = Rs. 0.0049 Rs. 0.00461
1BRL = Rs. 26.7396 Rs. 23.9429
RESULTS OF OPERATIONS & FUTURE OUTLOOK
During the year, the Company has recorded a consolidated total income
of Rs. 69,834.04 Lacs as against Rs. 62,336.08 for the previous year,
which is 12.03% higher than the previous year. The consolidated profit
after tax stood at Rs. 2,822.68 lacs as against Rs. 5,234.20 Lacs,
which is lower by 46.07%. The decline in profits is attributable mainly
due to higher cost f goods manufactured and interest cost. In spite of
the fact that we had faced worst drought conditions in some part of
Southern hemisphere followed by the similar situation in India, which
was even worst as the drought was followed by floods your Company could
achieve a marginal growth on top line. However, due to high cost of
goods and finance charges, the consolidated profit is lower.
As stipulated in the Listing Agreement with the Stock Exchanges, the
consolidated financial statements have been prepared by the Company in
accordance with the relevant accounting standards issued by the Central
Government under Companies (Accounting Standards) Rules, 2006. The
audited consolidated financial statements together with Auditors
Report thereor form part of the Annual Report.
FUTURE OUTLOOK
The year 2009 is a difficult year for many reasons. We had the worst
drought in some parts in Southern hemisphere. The situation was no
better in India and, in fact, it was even worse as the drought was
followed by floods. The climate change has increased the
unpredictability of the weather patterns. Planting of crops was
seriously impacted in many parts of the world. As a company, we have
had a tough year. The business development has been below our
expectations mainly because of the drought situation in many parts of
the world. On the positive side the weather, the plantings and our
business in general were on expected lines in certain parts of Asia,
Africa and North America. In general, the farmer is happy because of
good prices of agricultural commodities.
We are approaching 2010 with a positive frame of mind. Rains are
received in southern hemisphere and agricultural situation is expected
to improve. Our efforts to expand our activities into new countries and
into new areas of research will continue in 2010. The Company will
continue its aggressive pursuit of growth. The crops that we are in,
present us with man; opportunities, and we would like to be positioned
to exploit them.
DIVIDEND
Your Directors recommend a payment of final Dividend of 10% i.e.
Rs.1/-per Equity Share of Rs. 10/- each of the Company out of the
accumulated profits of the Company for the financial year ended on 31
st December, 2009 to the members at the ensuing Annual General Meeting.
The dividend, if declared would result in cash outflow of Rs.
1,68,41,638/- (Rupees One Crore Sixty Eight Lacs Forty One Thousand Six
hundred and Thirty Eight only) and tax on Dividend of Rs. 28,62,237/
(Rupees Twenty Eight Lacs Sixty Two Thousand Two Hundred and Thirty
Seven only).
Due to absence of profits during the year under review, your Directors
are not proposing to transfer any amount to Genera Reserve.
SUBSIDIARY COMPANIES ACCOUNTS
Ministry of Corporate Affairs vide letter No. 47/86/2010-CL-lll, dated
4,th February, 2010 has exempted the Company from attaching the Profit
& Loss Account, Balance Sheet, Directors Report and Auditors Report
and other reports of its subsidiaries as required under Section 211 (1)
of the Companies Act, 1956. However, the Company has attached the
consolidated financial statements duly audited by the auditors for the
year ended 31st December, 2009. The Audited consolidated financial
statements of your Company form part of the Report as per Accounting
Standard - 21. Abridged Financial Information c Subsidiaries also given
on page no. 102 in Annual Report.
Annual accounts of subsidiary Company and the related detailed
information are available for inspection at the Company; Registered
Office. The same will be made available to the investors of the Company
upon request.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under reference in terms of Clause
32 of the Listing Agreement entered by the Company with the Stock
Exchanges is annexed hereto.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the 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, your Director; present the Audited Consolidated
Financial Statements in the Annual Report.
ACQUISITIONS
(i) Acquisition of 100% Assets and Business of Crosbyton Seed Company
("CSC") Crosbyton, Texas, USA
During the current year 2010, your Company "Advanta India Limited",
through its subsidiary, Advanta US Inc., has acquired 100% of the
Assets and Business of Crosbyton Seed Company ("CSC") Crosbyton, Texas,
USA". Headquartered in Crosbyton, Texas, CSC is a leading breeder,
producer and conditioner of hybrid sorghum planting seed products
including grain sorghum, orage sorghum, millet and also sunflower.
Sorghum is the fifth most important cereal grain crop grown in the
world behind corn, wheat, rice, and barley. Produced on approximately
100 million acres in 100 different countries around the world, various
sorghum types are used for animal feed, food for human consumption,
biofuels, and a number of minor uses including sorghum syrup,
low-gluten- lour and more.
The CSC acquisition makes the second investment in US sorghum seed by
Advanta following the 2008 acquisition of the business of Garrison &
Townsend Seed Company ("GT") of Hereford, Texas. This move further
increases Advantas global sorghum business footprint, which also
includes current operations in Australia, Argentina, India and
Thailand.
Crosbyton Seed Company has an exceptionally strong grain sorghum
business and their customer relationships are first class. The new
combination of Crosbyton, GT, our international sorghum seed
businesses, and a number of important technology alliances creates a
global platform that clearly establishes Advanta as a worldwide leader
in the research, production and sales of sorghum.
MODERNISATION / EXPANSION PROJECTS
During the year we have implemented SAP in the Indian operations. The
implementation has been successful and we have started reaping the
benefits. The vegetables business continues to be on a non-SAP platform
and we plan to bridge this gap 2010.
During the year we have installed vacuum packing facilities for corn in
our Thailand factory. This is a major step towards providing high
quality seed to the farmers.
A new biotech lab was opened by us in Hyderabad, India during this
year. This capacity, in addition to what we already have Balcarce,
Argentina, will be very helpful in handling the increasing load of
biotech work in the company.
Company has incorporated two subsidiaries during the year 2009 at
Indonesia and Brazil to expand their business locally in hose countries
and explore possibility of export.
RESEARCH & DEVELOPMENT
During the year the company signed two major global exclusive licenses
for acquiring GM traits. The first was a license for Nitrogen Use
Efficiency (NUE), Drought tolerance and Salt tolerance traits in
Sorghum from Arcadia Biosciences, USA. The second was a license for
drought tolerance trait in rice, cotton, mustard and sorghum from
Bioceres, Argentina. Our invest- nent in the Nutrisun project continued
during this year. The Nutrisun oil was commercialized for the first
time during this year.
We expanded our sunflower breeding by starting a new breeding station
in France during this year. This is a major step towards developing
products suitable to Europe and nearby geographies.
We have expanded our product testing and product registration
activities to many new geographies in an effort to broad base our
geographic base.
The Company has incurred revenue expenditure of Rs.5013 lacs (LY: Rs.
4234 lacs; LLY: Rs. 3,330 lacs) during the year in addition to capital
expenditure. As per accounting policy followed by the company, the
research and development expendi- ure of the company is charged to
revenue in the same year in which it is incurred addition, during the
year the company spent Rs.1045 lacs on Longreach and Rs.1419 lacs on
Nutrisun business.
CAPITAL STRUCTURE
The Company has implemented the Advanta India Limited Employees Stock
Option and Shares Plan 2006("Plan"), for its employees, so as to reward
and motivate its employees for high level performance of the Company.
During the year the company has issued and allotted 4,979 Equity Shares
of Rs. 10/- each against the exercise of options. The paid-up-capita of
the Company as on date is Rs. 1,68,41,638/- (Rupees One Crore Sixty
eight lacs forty one thousand six hundred anc thirty eight only). The
particulars of shares issued during the year are as follows:
SUBSIDIARY COMPANIES:
As on the date of the Balance Sheet, Your Company has the following
Subsidiary Companies:
1. Advanta Holdings B.V., Netherlands
2. Advanta Netherlands Holdings B.V., Netherlands
3. Advanta Semillas SAIC, Argentina
4. Advanta Finance B.V., Netherlands
5. Advanta International B.V., Netherlands
6. Pacific Seeds Pty. Limited, Australia
7. Pacific Seeds Holding (Thailand) Limited, Thailand
8. Pacific Seeds (Thai) Limited, Thailand
9. Longreach Plant Breeders Management Pty. Ltd., Australia
10. Advanta Seeds Limited, India
11. Unicorn Seeds Private Limited, India.
12. Advanta US Inc, U.S.A.
13. Advanta Seed International, Mauritius
14. Advanta Comercio De Sementes LTDA, Brazil
15. PT Advanta Seeds Indonesia, Indonesia.
During the year the Company has floated through its subsidiaries, two
Companies in abroad namely M/s. Advanta Comercic De Sementes LTDA,
Brazil and PT Advanta Seeds Indonesia, Indonesia.
AUDITORS AND AUDITORS REPORT
M/s. SR Batliboi and Associates, Chartered Accountants, Statutory
Auditors of the Company, hold office until the conclusior of the
ensuing Annual General Meeting. They have expressed their willingness
to continue and their appointment, if madë will be within the limits
prescribed under Section 224 of the Companies Act, 1956. Board of
Directors recommends thei appointment.
Auditors of the Company vide Clause 6 in their Audit report on
Consolidated Financial Statements have qualified the recognition of
deferred tax assets with respect to our subsidiary Pacific Seeds
Holding (Thai) Ltd., Longreach Plant Breeder; Management Pty. Ltd.,
Advanta US INC, Advanta Semillas SAIC, Argentina, PT Advanta Seeds
Indonesia, Advanta Comerck De Sementas LTDA, Brazil, Pacific Seeds Pty.
Ltd., Australia, stating that there is no sufficient virtual certainty
to indicate that these companies will have sufficient taxable profits
against which the unused tax losses can be utilized. In this regard
your attention is requested to schedule 21, clause 11 on "recognition
of deferred taxes" containing managements opinior that the said unused
losses can be utilized.
Auditors of the Company vide Clause 7 of their Audit report on
Consolidated Financial Statements have qualified their repor about
"segment reporting." Your attention is invited to Note No. 16 of
Schedule 21, wherein the management explained its view that providing
the said information would be prejudicial to the interest of the
Company
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Jaidev Rajnikant Shroff,
Chairman and Mr. Vikram Rajnikant Shroff, Director of the Company
retires by rotation at the ensuing Annual General Meeting and being
eligible, offers themselves for re-appointment. Board of Directors
recommends their re-appointment.
REGISTERED OFFICE
During the year under review the registered office of the company has
been shifted from the state of Karnataka to the state of Andhra Pradesh
vide an order dated 24th April, 2009 from company Law Board, Chennai
Branch. Your Directors also approved shifting of the registered office
to 104-105, 1st Floor, Bhuvana Towers, Sarojini Devi Road, Secunderabad
- 500 003, Andhra Pradesh, India in its Board Meeting held on
30.04.2009 with effect from the same date, i.e. 30.04.2009.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from public within the
meaning of Section 58A and 58AA of the Companies Act, 1956, and the
Companies (Acceptance of Deposit) Rules, 1975, during the year under
review.
EMPLOYEES STOCK OPTION PLAN (ESOP)
The Company has implemented an Advanta India Limited Employees Stock
Option and Shares Plan - 2006 (ESOPs) for certain employees as approved
by the Shareholders on 20th September, 2006. In accordance with the
scheme, the Company reserved 1,68,000 Equity Shares to the employees of
the Company and its subsidiaries on one to one basis at an exercise
price of Rs. 285/- 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 options granted is conditional
upon the employees tenor and upon the Company meeting annual
performance benchmarks based on parameters set by the Remuneration
Committee.
As the intrinsic value (difference between Market price and Excise
price) on the date of the grant was nil, no compensation cost has been
recognized in the financial statements.
Disclosures as required under Clause 12 & 19 of the SEBI (Employees
Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999
are given as under:
As at 31st
Particulars December, 2009
Granted during the year 4028
Pricing Formula Black Scholes
Formula
Vested during the year 35,715
Exercised during the year 4,979
Lapsed (Forfeited) during the year 11,289
Expired during the year 503
Outstanding unvested at the end of the year 78,812
Exercisable vested options at the end of the year 58,284
Total number of options in force 1,37,096
Total No. of Shares arising as a result of exercise
of option 7,138
Variation of Terms of options Nil
Money Realised by Exercise of options during
the year Rs. 14,19,015/-
Total Number of Options in force
Employee wise details of options granted to :
(a) Senior managerial personnel -
Mr. V.R. Kaundinya - Managing Director 5,460
(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
(c) Identified employees who were granted options,
during any one 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
Diluted Earnings Per Share (EPS) pursuant to issue
of Shares on exercise of (Rs. 24.37)
options calculated in accordance with Accounting
Standard 20.
The Difference between the employee compensation cost using the
intrinsic value of Rs. 30.53 Lacs the stock options, and the employee
compensation cost that shall have been recognized if it had used the
fair value of the options.
The impact of this difference on profit Loss increased by
Rs. 30. 53 Lacs
Basic EPS of the Company. (Rs. 24.60)
Weighted average exercise prices
- Weighted average fair values of options for
options whose exercise price either Rs. 285/-
equals or exceeds or is less than the market
price of the stock.
Description of the method and significant
assumptions used in during the year
to estimate the fair values of options, including
the following weighted average
information:
a) Risk free interest rate 7.50%
b) Expected life Vesting period
+ 18 months
c) Expected volatility 43%
d) Expected dividends and 1.40%
The price of the underlying share in market at the
time of option grant. Unlisted Company
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement, a report on the
Management Discussion and Analysis is provided in a separate section in
this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Particulars as required under sub - section (1) (e) of section 217
of the Companies Act, 1956, read with the Companies (Disclosures of
particulars in the report of Board of Directors) Rules, 1988, are set
out in the Annexure "A" included in this report.
PARTICULARS OF EMPLOYEES
The Particulars as required under Section 217 of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended are given in a separate Annexure "B" attached hereto and form
part of this Report.
GROUP FOR INTER SE TRANSFER OF SHARES
As required under Clause 3(1 )(e) of the Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 ("Regulations") persons constituting "Group" (within the meaning
as defined in the Monopolies and Restrictive Trade Practices Act, 1969)
for the purpose of availing exemption from applicability of the
Provisions of Regulation 10 to 12 of the aforesaid Regulations, are
given in the Annexure "C" attached herewith and forms part of this
Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217 (2AA) of the Companies Act,
1956:
i. That in the preparation of accounts for the period ended December
31, 2009, the applicable accounting standards have been followed and
that no material departures have been made from the same.
ii. That the selected accounting policies have been applied
consistently and the judgments and estimates 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 loss 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 Directors had prepared annual accounts for the year ended
31st December, 2009 on a going concern basis.
CORPORATE GOVERNANCE
A per 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 the Company Secretary in
practice confirming compliance is set out in the Annexure forming part
of this report.
DEPOSITORY SYSTEM
99.99 % of the total paid up equity shares of the Company is in
dematerialized form as on 31st December, 2009.
LISTING OF COMPANYS EQUITY SHARES
The Equity Shares of your Company continue to be listed on Bombay Stock
Exchange Limited and National Stock Exchange of India Limited. There is
no default in payment of Annual listing fees.
ACKNOWLEDGEMENTS
Your Directors provide their gratitude to the various Government
Agencies, Banks, thank the Companys business associates/ customers,
vendors and Bankers for their continued support.
Your Directors place on record their sincere appreciation of the
contributions made by the employees of the Company and its subsidiaries
at all level through their hard work, dedication, solidarity and
support.
Last, but not the least, your Directors thank shareholders for the
confidence reposed on the management of the Company.
For Advanta India Limited
Date: 25th February, 2010 (V. R. Kaundinya) (Vikram R. Shroff)
Place: Mumbai Managing Director Director
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