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Directors Report of Avanti Feeds Ltd.

Mar 31, 2023

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

1. Financial Summary

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

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

2. Summary of Operations & State of Company''s Affairs

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

The profit for the year under consideration i.e., Financial year 2022-23, before depreciation, finance charges and tax is '' 33,057.49 Lakhs as compared to a profit of '' 28,652.72 Lakhs in the previous financial year i.e., Financial year 2021-22. The profit for the year after tax is '' 23,284.42 Lakhs as against a profit of '' 19,925.50 Lakhs during the previous financial year.

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

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

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

During the year under review, there is no change in nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

Commercial Production of new Feed Plant at Bandapuram

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

3. Share Capital

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

Authorized Share Capital

The Authorized Share Capital of the Company as on 31^st March, 2023 is '' 15,85,00,000 (Rupees Fifteen Crores and Eighty Five Lakhs) divided into 15,85,00,000 equity shares having face value of '' 1/- each

Paid-up Equity Share Capital

The paid-up Equity Share Capital is '' 13,62,45,630 (Rupees Thirteen Crores Sixty Two Lakhs Forty Five Thousand Six Hundred and Thirty) divided into 13,62,45,630 equity shares having face value of '' 1/-each.

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

4. Reserves

During the year under review, an amount of '' 2,500 Lakhs were transferred to Reserves out of the current year profits.

5. Dividend

Your Directors have recommend a dividend of '' 6.25 (Rupees Six and Twenty Five Paisa only) per equity share of '' 1/- each fully paid for the Financial year 2022-23. The dividend, if declared by the members at the ensuing 30^th Annual General Meeting will be paid within the time line as prescribed under the Companies Act, 2013 ("the Actâ) subject to deduction of tax at source (TDS) as applicable.

The dividend, if approved, would result in a cash outflow of approximately '' 8,515.35 Lakhs resulting in a dividend payout of 42.74% of the standalone profits of the Company.

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

6. Alteration of Articles of Association

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

7. Board of Directors

Composition of the Board

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

Sl. No.	Name	Designation
1	Sri A. Indra Kumar	Chairman & Managing Director
2	Sri C. Ramachandra Rao	Joint Managing Director, Company Secretary, Compliance Officer & Chief Financial Officer
3	Sri J. V. Ramudu	Chairman of the Board & Independent Director
4	Sri N. Ram Prasad	Non-Executive Director
5	Sri A. Venkata Sanjeev	Executive Director

Sl. No.	Name	Designation
6	Mr. Bunluesak Sorajjakit	Non-Executive Director
7	Mr. Peerasak Boonmechote	Non-Executive Director
8	Smt. K. Kiranmayee	Independent Woman Director
9	Sri N. V. D. S. Raju	Independent Director
10	Sri V. Narsi Reddy	Independent Director
11	Sri G. Sudarsan Babu	Nominee Director (Nominee of Andhra Pradesh Industrial Development Corporation Limited -represented as an equity investor)

Number of Meetings of the Board

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

8. Committees of the Board

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

9. Familiarization Programme for Independent Directors

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

10. Statement of Declaration given by Independent Directors

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

11. Separate Meeting of Independent Directors

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

12. Changes in Directors and Key Managerial Personnel

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

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

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

Re-Appointment of Independent Director

Sri J. V. Ramudu, is completing his first term of Five (5) years as an Independent Director and Chairman of the Board of the Company. Based on the recommendation of Nomination & Remuneration Committee, the Board recommended the re-appointment of Sri J. V. Ramudu as an Independent Director on the Board of the Company for a second term of Five (5) consecutive years

commencing from 10^th November, 2023, up to 9^th November, 2028 (both days inclusive), subject to the approval of the Shareholders. The appointment of Sri J. V. Ramudu is placed before the shareholders in this 30^th AGM for their approval.

Retirement of Directors

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

Key Managerial Personnel ("KMP")

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

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

13. Nomination and Remuneration Policy

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

14. Transfer of Unpaid / Unclaimed Dividend to IEPF

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

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

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

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

Sl. No.	Year	Date of Declaration	Dividend per Share (?)	Face Value of Equity share (?)	Due Date for Transfer	Amount of Unpaid Dividend as on 31.03.2023 (in '')
1	2015-16	13.08.2016	7.00	2.00	17.09.2023	25,77,939
2	2016-17	12.08.2017	9.00	2.00	15.09.2024	31,52,871
3	2017-18	07.08.2018	6.00	1.00	10.09.2025	50,73,924
4	2018-19	09.08.2019	4.00	1.00	12.09.2026	22,97,032
5	2019-20*	24.02.2020	5.00	1.00	30.03.2027	30,22,635

Sl. No.	Year	Date of Declaration	Dividend per Share ('')	Face Value of Equity share ('')	Due Date for Transfer	Amount of Unpaid Dividend as on 31.03.2023 (in '')
6	2019-20	29.08.2020	0.10	1.00	02.10.2028	1,25,311
7	2020-21	14.08.2021	6.25	1.00	17.09.2028	16,83,540
8	2021-22	12.08.2022	6.25	1.00	15.09.2029	20,52,341
^*Interim Dividend.

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

15. Transfer of Shares to IEPF

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

16. Annual Return

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

17. Loans, Guarantees or Investments

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

18. Particulars of Contracts or arrangements with Related Parties

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

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

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

19. Evaluation of Performance of Board, Committees and Directors

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

20. Corporate Social Responsibility (CSR)

As per Section 135(5) of the Act, the Company shall ensure that an amount of 2% of the average Net Profits of the Company made during the three immediately preceding financial years shall be spent towards Corporate Social Responsibility activities. For the Financial year 2022-23, the amount to be

spent towards CSR activities works out to '' 621.38 Lakhs. The Company has spent '' 448.51 Lakhs towards the CSR activities in the Financial Year 2022-23 and '' 172.86 Lakhs has been set aside for Construction & Establishment of Healthcare Centre at Kovvur, West Godavari Dist., Andhra Pradesh, India.

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

21. Corporate Governance

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

22. Risk Management Policy

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

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

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

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

23. Whistle Blower Policy-Vigil Mechanism

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

24. Maintenance of Cost Records

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

25. Subsidiaries, Joint Ventures and Associate Companies

25.1 Subsidiaries

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

During the year, AFFPL has reported a turnover of '' 1,04,748.41 Lakhs and the profit before tax is '' 12,451.51 Lakhs. The Profit after tax reported by AFFPL is '' 8,395.85 Lakhs for the Financial year 2022-23.

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

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

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

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

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

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

During the Financial year 2022-23, Plant was operated and generated power only for a period of 33 days and the gas supplied by GAIL was only 20,036 SCMD as against the firm allocation of 65,000 SCMD stated to be due to non-availability of APM-Gas. As a result, the power generation was limited to 236.72 Lakhs units as against generation capacity of 1,100.00 Lakhs units. During the year 2022-23 Plant operated for 33 days, the Company reported a turnover of '' 265.52 Lakhs and a loss of '' 309.80 Lakhs after charging interest and depreciation, as per audited financials.

During the year, the Company had purchased 1,66,98,545 equity shares of '' 10/- each fully paid up of SPPPL, held by Asian Infrastructure Pte Ltd., ("AIPLâ), at the rate of '' 2.30/- per equity share representing 50.00 % of the share capital of SPPPL and executed Share Sale and Purchase Agreement. In addition to that Company have purchased 4,915 equity shares of '' 10/- each fully paid from other individual shareholders of SPPPL representing 0.01%. On completion of the above acquisition, the shareholding of the Company in SPPPL has increased from 49.99 % to 100% and the SPPPL became Wholly Owned Subsidiary Company.

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

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

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

25.5 Joint Ventures

Your Company has no Joint Venture.

25.6 Associate Companies

Patikari Power Private Limited ("PPPLâ):

The Company holds 25.88% equity shares in PPPL which has a 16 MW Hydel Power Project in Himachal Pradesh, India. During the Financial year 2022-23 as per audited financials the Company generated 50.50 Million saleable energy units, yielding a gross sales income of '' 1,136.35 Lakhs which resulted in a net profit of '' 469.29 Lakhs after charging interest, depreciation and tax. For the FY 2022-23, the Company has declared a dividend of '' 1.10 per equity share including Final dividend of '' 0.35 per equity share with the approval of the shareholders and an Interim dividend of '' 0.75 per equity share with the approval of Board of Directors of the Company.

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

During the year, the Company had purchased 1,66,98,545 equity shares of '' 10/- each fully paid up of SPPPL representing 50%, in addition to the existing stake of 50%. Thus, SPPPL has become a Wholly Owned Subsidiary Company.

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

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

26. Management Discussion & Analysis

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

27. Business Responsibility and Sustainability Report

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

28. Listing at Stock Exchanges

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

29. Internal Controls Systems and Adequacy

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

The internal financial controls with reference to the Financial Statements for the Financial year ended 31^st March, 2023 commensurate with the size and nature of business of the Company.

The measures implemented for internal financial controls include multiple authority levels for approval of expenditures, budgetary controls and internal audit etc.

30. Audit and Auditors

Internal auditor

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

Independent Auditors, their Report and Notes to Financial Statements

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

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

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

Secretarial audit

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

Compliance with Secretarial Standards

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

Annual Secretarial Compliance Report

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

31. Director''s Responsibility Statement

Pursuant to the requirement Section 134(3)(c) of the Act, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

a) Conservation of Energy

	The steps taken or impact on conservation of energy	We have decided to promote energy conservation by exclusively utilizing LED lighting and phasing out traditional lighting methods. In addition, We installed a 15 KW roof top Grid power plant as an expansion to the existing 70 KW solar power plant.
ii	The steps taken by the Company for utilizing alternate sources of energy	We are implementing VFDs (Variable Frequency Drives) for our bucket elevators to reduce energy consumption during idle periods.
iii	The capital investment on energy conservation Equipment''s	Grid Power Plant '' 7.50 Lakhs, Solar Pannel '' 8.00 Lakhs

b) Technology absorption: Not applicable.

c) Foreign Exchange Earnings and Outgo:

During the year under review, the details of Foreign Exchange Earnings and outgo are as under: Inflow - '' 668.86 Lakhs Outflow - '' 22,039.12 Lakhs

33. Public Deposits

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

34. Significant and Material Orders Passed by the Regulators

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

35. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the

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

36. Disclosure as for Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

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

37. General

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

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

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

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

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

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

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

Acknowledgements

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for cooperation extended by the Governmental Agencies, Shareholders and Banks from time to time. Your Directors also place on record their appreciation for the contributions made by the employees through their dedication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

For and on behalf of the Board AVANTI FEEDS LIMITED

A. Indra Kumar

Place: Hyderabad Chairman & Managing Director

Date: 24^th May, 2023 DIN:00190168

Mar 31, 2022

Your Directors have pleasure in presenting the 29^th Annual Report together with the Audited Financial Statements of your Company and its subsidiary for the year ended 31^st March, 2022.

1. Financial Summary

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

('' in Lakhs)
	financial Year ended
Particulars	standalone		Consolidated
	31^st March, 2022	31^st march, 2021	31^st march, 2022	31^st march, 2021
Total Revenue	4,04,754.95	3,24,250.80	5,03,595.71	4,10,056.19
Profit / (Loss) Before Interest, Depreciation & Tax (PBITDA)	28,652.72	42,601.03	36,669.59	55,227.60
Finance Charges	114.97	49.13	200.95	168.40
Depreciation	2,110.01	2,132.60	4,079.32	4,092.69
Provision for Income Tax (including for earlier years)	6,502.24	9,882.21	7,866.62	11,229.40
Net Profit / (Loss) After Tax	19,925.50	30,537.09	24,522.70	39,737.11
Profit / (Loss) brought forward from previous year	1,28,898.07	1,01,028.45	1,53,693.88	1,21,440.48
Profit / (Loss) carried to Balance Sheet	1,37,679.51	1,28,898.07	1,66,163.93	1,53,693.88

2. Summary of Operations & State of Company''s Affairs

Despite a few worries at the beginning of FY 2021-22, when the COVID ''Second Wave'' again slowed down the industry, your company stood the year well and managed to put in a Satisfactory performance. Despite all the odds faced during the year our financial performance is marginally lower than that of Pervious Year.

The profit for the year under consideration i.e. FY 2021-22, before depreciation, finance charges and tax is ''28,652.72 Lakhs as compared to a profit of ''42,601.03 Lakhs in the previous financial year i.e., FY 2020-21. The profit for the year after tax is ''19,925.50 Lakhs as against a profit of ''30,537.09 Lakhs during the previous financial year.

Your Company reported 5,40,889 MTs sales of Shrimp Feed during FY 2021-22 as compared to 4,73,449 MTs Shrimp Feed sales in the immediately preceding FY 2020-21, an increase of 14% in volume.

The Four Windmills of your Company located in Karnataka State with a total capacity of 3.2 MWs have generated 48.09 Lakh units as against 44.73 Lakh units in the previous year. The power generated during the year was sold to Karnataka Power Transmission Corporation Limited (KPTCL) under the Power Purchase Agreement (PPA).

There have been no material changes and commitments, which affect the financial position of the

Company which have occurred between the end of the financial year to which the financial statements relate and the dates of this report.

Expansion of new Feed Plant:

During the year, the Company started the expansion by setting up a new plant for manufacture of Shrimp Feed at Bandapuram, Andhra Pradesh with an installed capacity of 1,75,000 MT per annum, at an estimated CAPEX of ''125 Crores. The expansion is expected to be completed and commissioned by June ''22.

3. impact of COVID-19 on the Business

The Company has taken into account the possible impact of COVID-19 in preparation of the audited financial statements including its assessment of recoverable value of its assets based on internal and external information for the year ended 31^st March, 2022. Based on the assessment done by the management of the Company, there is not much impact of COVID-19 on the results for the year ended 31^st March, 2022. The Company will be closely monitoring any material changes to future economic conditions.

4. survey & search by income Tax department

In November''19, The Income Tax Department., Hyderabad conducted Search / Survey, on the premises of the Company and its subsidiary (i.e., Avanti Frozen Foods Private Limited). Consequent to search & seizure, during the year, the Income Tax Department has completed the assessments for the entire block period consisting from the Assessment- year 2014-15 to 2019-2020 by accepting the Income as per the returns filed u/s 153A of the Income Tax Act,1961.

5. share Capital

During the year under review, there is no change in the share capital of the Company. As on 31^st March, 2022 the authorized capital of the Company is ''1,585 Lakhs divided into 15,85,00,000 equity shares of ''1/- each and the paid-up capital is ''1,362.46 Lakhs divided into 13,62,45,630 equity shares of ''1/-each.

6. Reserves

During the year under review, an amount of ''2,500 Lakhs were transferred to Reserves out of the current year profits.

7. dividend

Your Directors recommend a dividend of ''6.25 (Rupees Six & Twenty Five paisa only) per equity share of ''1/- each fully paid for the FY 2021-22. The dividend, if declared by the members at the ensuing 29^thAnnual General Meeting will be paid within the timeline as prescribed under the Companies Act, 2013 (âthe Act") subject to deduction of tax at source as applicable.

The dividend, if approved, would result in a cash outflow of approximately ''8,515.35 Lakhs resulting in a dividend payout of 42.74% of the standalone profits of the Company.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âListing Regulations") the Company has formulated a Policy on Dividend Distribution which is disseminated on the Company''s website at www.avantifeeds.com.

8. Alteration of Articles of Association

During the year under review, your Company has altered its Articles of Association two times as follows:

1. The Company has amended its Article 72 and Article 116 of the Articles of Association of the Company vide Special Resolution passed at the 28^th Annual General Meeting held on 14^th August, 2021.

2. Adopted New set of Articles of Association as per the Provisions of the Companies Act, 2013 vide Special Resolution passed at the Extraordinary General Meeting held on 23^rd March, 2022.

9.	Composition of the Board as on 31^st March, 2022 and details of Board Meetings
	sl. No.	Name	designation
	1	Sri A. Indra Kumar	Chairman & Managing Director
	2	Sri C. Ramachandra Rao	Joint Managing Director, Company Secretary, Chief Financial Officer & Compliance Officer
	3	Sri N. Ram Prasad	Director
	4	Sri A. Venkata Sanjeev	Executive Director
	5	Sri J. V Ramudu	Chairman of the Board & Independent Director
	6	Mr. Bunluesak Sorajjakit	Director
	7	Mr. Wai Yat Paco Lee	Director
	8	Smt. K. Kiranmayee	Independent Woman Director
	9	Sri N. V. D. S Raju	Independent Director
	10	Sri V. Narsi Reddy	Independent Director
	11	Sri R. Karikal Valaven, IAS	Nominee Director (Nominee of Andhra Pradesh Industrial Development Corporation Limited - represented as an equity investor)

Note: Sri B. V Kumar, Sri M. S. P Rao and Sri K. Rama Mohana Rao, Independent Directors of the Company retired on 1^st August, 2021 on completion of their 2^nd term as Independent Directors of the Company.

9.1 Number of Meetings of the Board

During the year under review, the Board met Six (6) times. The details are as under:

sl. No.	date of Board meeting	No of directors Attended
1	28^th May, 2021	13
2	22^nd June, 2021	13
3	12^th August, 2021	10
4	25^th September, 2021	11
5	12^th November, 2021	10
6	12^th February, 2022	10

10. Committees of the Board

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

11. Familiarization Programme for independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company on an ongoing basis. The details of the training and familiarisation programme are provided in the Corporate Governance Report and is available on the website of the Company at www.avantifeeds.com.

12. Statement of Declaration given by Independent Directors

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

The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs (IICA) and have included their names in the databank of Independent Directors.

13. separate Meeting of independent director

A separate meeting of Independent Directors was held on 9^th April, 2022 to review the performance of the Non-Independent Directors and the Board as a whole, to review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting.

14. Changes in directors and Key managerial Personnel

During the year under review, Sri B. V Kumar, Sri M. S. P Rao and Sri K. Rama Mohana Rao, Independent Directors of the Company retired on 1^st August, 2021 on completion of their 2^nd term as Independent Directors of the Company.

Re-appointment of Sri A. Indra Kumar as Chairman & Managing Director:

During the year, the Nomination & Remuneration Committee and the Board recommended and approved the re-appointment of Sri A. Indra Kumar as Chairman & Managing Director of the Company for a further period of five (5) years w.e.f. 1^st July, 2021 and remuneration payable to him and the members of the Company re-appointed Sri A. Indra Kumar as Chairman & Managing Director by passing a special resolution in the 28^th Annual General Meeting held on 14^th August, 2021.

Appointment of Independent Director:

Sri V. Narsi Reddy, was appointed as an Independent Director of the company for a period of 5 years w.e.f. 12^th November, 2020 in the 28^th Annual General Meeting held on 14^th August, 2021.

Re-appointment of Sri C. Ramachandra Rao as Joint Managing Director, CS & CFO:

During the year, in the Extraordinary General Meeting held on 23^rd March, 2022, the Shareholders approved the re-appointment Sri C. Ramachandra Rao as Joint Managing Director, CS & CFO of the Company along the remuneration for a further period of 5 years w.e.f. 1^st April, 2022.

Retirement of Directors

In terms of Article 80 and 87 of the Articles of Association of the Company, Sri N. Ram Prasad and Mr. Bunluesak Sorajjakit, Directors retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offer themselves for re-appointment. Nomination & Remuneration Committee and the Board recommended their re-appointment for approval of the members at the ensuing AGM.

Key Managerial Personnel (âKMP") of the Company:

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

Apart from aforesaid changes, there are no changes in Directors and Key Managerial Personnel of the Company. Details of Directors, Key Managerial Personnel and composition of various Committees of the Board are provided in the Corporate Governance Report forming part of this report.

15. Policy on directors Appointment and Remuneration

The Company''s policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report forming part of this Report and is also available on www.avantifeeds.com.

16. Transfer of Unpaid / Unclaimed Dividend to IEPF

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

Shareholders who have not encashed their dividend warrant(s) within 7 years from the date of the declaration of dividend, are requested to make their claim(s) immediately to the Registrar & Transfer Agents i.e., KFin Technologies Limited (Formerly KFin Technologies Private Limited), Hyderabad or to the Company at its Corporate Office. The unclaimed dividend for the financial year 2014-15 will be transferred to IEPF within the time limits as prescribed under the provisions of the Act.

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

sl. No.	Year	date of declaration	dividend per share ('')	face Value of equity share ('')	due date for transfer	Amount of Unpaid dividend as on 31.03.2022 (in '')
1	2014-15	08.08.2015	27.50	10.00	11.09.2022	21,76,412
2	2015-16	13.08.2016	7.00	2.00	17.09.2023	27,15,909
3	2016-17	12.08.2017	9.00	2.00	15.09.2024	33,25,761
4	2017-18	07.08.2018	6.00	1.00	10.09.2025	52,54,032
5	2018-19	09.08.2019	4.00	1.00	12.09.2026	23,82,812
6	2019-20*	24.02.2020	*5.00	1.00	30.03.2027	31,93,090
7	2019-20	29.08.2020	0.10	1.00	02.10.2028	1,27,052
8	2020-21	14.08.2021	6.25	1.00	17.09.2028	18,26,040

Interim Dividend.

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

17. transfer of shares to IEPF

As per Section 124(6) of the Act, all shares in respect of which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred by the Company to Investor Education and Protection Fund of the Central Government. During the year under review, 31,500 equity shares of ''1/-each were transferred to IEPF which pertains to unclaimed dividend for FY 2013-14.

18. Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31^st March, 2022 is available on the Company''s website and can be accessed at www.avantifeeds.com.

19. Loans, Guarantees or investments

Pursuant to provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, the particulars of loans given, guarantees provided and investments made by the Company during the year FY 2021-22 are disclosed in the notes to Financial Statements which forms part of this report.

The Loans given, Guarantees provided and Investments made as on 31^st March, 2022 are as under:
a)	Loans	''Nil
b)	Guarantees	''Nil
c)	Investments	''92,904.08 Lakhs
Total		''92,904.08 Lakhs

20. Particulars of Contracts or arrangements with Related Parties

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

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

The Company formulated a Policy on dealing with Related Party Transactions. The policy is placed at the Company''s website: www.avantifeeds.com.

21. Board Evaluation

Pursuant to the provisions of the Act, and Listing Regulations, the Board has carried out evaluation of the Board as a whole, its committees and the directors individually. The manner in which the evaluation was carried out is reported in the Report on Corporate Governance which forms part of this Report.

22. Corporate social Responsibility

As per the Section 135(5) of the Act, the Company shall ensure that an amount of 2% of the average Net Profits of the Company made during the three immediately preceding financial years shall be spent towards Corporate Social Responsibility activities. For the FY 2021-22, the amount to be spent towards CSR activities works out to ''683.31 Lakhs. The Company has spent ''683.31 Lakhs towards the CSR activities in the FY 2021-22.

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

23. Corporate Governance

24. Risk Management Policy

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

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

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

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

25. Whistle Blower Policy

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

26. Maintenance of Cost Records

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

27. subsidiaries and Associate Companies

Report on the Performance of Subsidiaries and Associates

The report on the business of the Subsidiaries and Associate companies as on 31^st March, 2022 are as follows:

27.1 Subsidiaries:

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

During the year, AFFPL has reported a turnover of ''99,004.79 Lakhs and the profit before tax is ''7,270.43 Lakhs. The Profit after tax reported by AFFPL is ''5,906.05 Lakhs for the FY 2021-22.

The Financial Statements along with Secretarial Audit Report of the AFFPL are placed on the website of the Company at www.avantifeeds.com.

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

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

Avanti Frozen Foods INC. (USA), a step down subsidiary of the Company and a wholly owned subsidiary of Avanti Frozen Foods Private Limited was incorporated on 22^nd April, 2019 in the State of Delaware in USA. During the year, AFF INC reported turnover of ''158.91 Lakhs and profit before tax is ''7.11 Lakhs. The Profit after tax reported by AFF INC is ''7.11 Lakhs for the FY 2021-22.

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

27.3 The Annual financial statements of the subsidiary including step down subsidiary and related detailed information will be kept at the Registered Office and Corporate Office of the Company and also at the Registered Offices of the respective subsidiaries and also available on the website of the Company, www.avantifeeds.com.

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

27.5 Joint Ventures:

During the year under review there were no Joint Ventures.

27.6 Associate Companies:

1. Srivathsa Power Projects Private Limited (âSPPPL"):

SPPPL is a 17.02 MW gas based independent power project situated in Andhra Pradesh in which company holds 49.99% of equity shares.

During the FY 2021-22, the gas supplied by GAIL was only 24,900 SCMD as against the nominated quota of 25,592 SCMD stated to be due to non-availability of APM-Gas. As a result, the power generation was limited to 216.10 Lakhs units as against generation capacity of 1,100.00 Lakhs units. During the year 2021-22 Plant operated for 8 months, the Company reported a turnover of ''1,181.28 Lakhs and a loss of ''2,186.26 Lakhs after charging interest and depreciation, as per audited financials.

SPPPL has entered its Power Purchase Agreement (PPA) with AP Transco on 1^st January, 2021. w.e.f. 5^th January, 2021 SPPPL is supplying power to AFL (the Company) under open access permission given by AP Transco. The cost of power supplied by SPPPL to AFL is at arm''s length.

2. Patikari Power Private Limited (âPPPL"):

The Company holds 25.88% equity shares in PPPL which has a 16 MW Hydel Power Project in Himachal Pradesh. During the FY 2021-22 as per audited financials the Company generated ''581.40 Lakhs saleable energy units, yielding a gross sales income of ''1,307.59 Lakhs which resulted in a net profit of ''957.41 Lakhs after charging interest, depreciation and tax. The Company has declared dividend of ''1.25 per equity shares for the FY 2021-22, subject to approval of the shareholders.

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

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

27.8 Statement containing salient features of financial statements of subsidiaries and associates. Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statements of Company''s subsidiary and associate companies is enclosed at Annexure-2 of Board''s Report.

28. Management Discussion & Analysis

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

29. Business Responsibility Report

The Business Responsibility Report (BRR) of your Company for the FY 2021-22 forms part of this Annual Report is enclosed at Annexure-4.

30. Listing at stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing fee for the FY 2022-23 has been paid to both the Stock Exchanges.

31. Internal Controls systems and Adequacy

The Company has in place an adequate system of internal controls. The details of the internal controls System are given in the Management Discussion and Analysis Report which forms part of the Board''s Report.

The internal financial controls with reference to the Financial Statements for the Financial Year ended 31^st March, 2022 commensurate with the size and nature of business of the Company.

The measures implemented for internal financial controls include multiple authority levels for approval of expenditures, budgetary controls, internal audit etc.

32. internal audit

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

33. independent Auditors, their Report and Notes to Financial Statements

The Members of the Company at the 24^th AGM held on 12^th August, 2017 appointed M/s. Tukaram & Co. LLR Chartered Accountants (Firm Registration No. 004436S/S200135), Hyderabad, as the Independent Auditors of the Company for a first term of five years to hold office from the conclusion of 24^th AGM till the conclusion of the 29^th AGM.

The Audit Committee and Board considered, recommend and approved the re-appointment of M/s. Tukaram & Co. LLR Chartered Accountants (Firm Registration No. 004436S/S200135) as the Independent Auditor of the company for a further term of five (5) years from the conclusion of 29^th AGM till the conclusion of 34^th AGM to be held in the year 2027, subject to the approval of the Shareholders in the ensuing 29^th AGM.

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

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

34. Compliance with secretarial standards

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

35. secretarial audit

In terms of Section 204 of the Act, and the Rules made thereunder, M/s. V. Bhaskara Rao & Co., Hyderabad, Practicing Company Secretaries have been appointed as the Secretarial Auditors of the Company for the FY 2021-22. The report of the Secretarial Auditor is annexed to this Report. There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors.

36. Annual secretarial Compliance Report

The Annual Secretarial Compliance Report for the FY ended 31^st March, 2022, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by M/s. V. Bhaskara Rao & Co., Company Secretaries, was submitted to BSE Limited and National Stock Exchange of India Limited.

37. Director''s Responsibility statement

Pursuant to the requirement Section 134(3)(c) of the Act, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

a) Conservation of Energy:

(i)	The steps taken or impact on conservation of energy	Arranged L.D.R (Light Dependent Resistor) Control system to Plant and Street lighting to switch ON / OFF Lighting in auto mode depend on âsun" Light intensity. Dumping Blower shoot altered and connected with Hammer Mill Blower (I10) and succeed process operation. Permanently Switched off Dumping Blower
(ii)	The steps taken by the Company for utilizing alternate sources of energy	We have installed VFD to all bucket elivators to save the energy during the year. Company Installed 40KW Roof Top Solar Panels on factory godowns.
(iii)	The capital investment on energy conservation Equipment''s	Solar Power Plant ''16.5 Lakhs VFD''s ''7.00 Lakhs

b) Technology absorption: Not applicable.

c) Foreign Exchange Earnings and Outgo:

During the year under review, the details of Foreign Exchange Earnings and outgo are as under:

Inflow - ''345.63 Lakhs Outflow - ''22,251.78 Lakhs

39. Public deposits

The Company has not accepted any Public Deposits from public and as such no principal or interest on deposits from public outstanding as on date of the Balance Sheet.

40. Significant and Material Orders Passed by the Regulators

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

41. Human Resources

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attracting, retaining and development of talent on an ongoing basis. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement.

42. Particulars of Employees

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-5 of this report.

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

43. Policy under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the FY ended 31^st March, 2022, the Company has not received any complaints pertaining to Sexual harassment of Women at the Workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

44. General

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

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

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

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

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

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

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

Acknowledgements

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for co-operation extended by the Governmental Agencies, Shareholders and Banks from time to time. Your Directors also place on record their appreciation for the contributions made by the employees through their dedication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

For and on behalf of the Board AVANTI FEEDS LIMITED

A. Indra Kumar

Place: Hyderabad DIN: 00190168

Date : 12^th May, 2022 Chairman & Managing Director

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 25th Annual Report together with the Audited Financial Statements of your Company and its subsidiaries for the year ended 31st March 2018.

Financial Highlights

The summarised standalone and consolidated results of your Company and its subsidiary are given in the table below:

(Rs. in Lakh)

Particulars	Financial Year ended
	Standalone		Consolidated
	31st March 2018	31st March 2017	31st March 2018	31st March 2017
Total Revenue	2,81,532.89	2,23,085.10	3,39,290.31	2,61,574.40
Profit/(Loss) Before Interest, Depreciation & Tax (PBITDA)	64,506.43	31,045.90	72,997.10	3,53,613.84
Finance Charges	124.43	257.94	279.24	300.34
Depreciation	1,466.82	1,151.89	2,375.75	1,368.95
Provision for Income Tax (including for earlier years)	21,421.33	10,001.14	23,802.36	11,043.23
Net Profit/(Loss) After Tax	41,493.86	19,634.93	46,522.50	22,601.32
Profit/(Loss) brought forward from previous year	46,902.76	33,107.48	53,053.09	33,576.87
Profit/(Loss) carried to Balance Sheet	79,360.56	46,902.76	92,658.54	53,053.09

Summary of Operations and State of Companyâs Affairs

The profit for the year under consideration i.e. FY 2017-18, before depreciation, finance charges and tax is Rs.64,506.44 Lakh as compared to a profit of Rs.31,045.90 Lakh in the previous financial year. The profit for the year after tax is Rs.41,493.86 Lakh as against a profit of Rs.19,634.93 Lakh during the previous financial year.

The industry during the year reported a growth of 20% due to the consistently favourable shrimp prices coupled with an increase in shrimp production and exports from India. Your Company reported 4,30,314 MT sales of shrimp feed during FY 2017-18 as compared to 3,41,660 MT shrimp feed sales in the immediate preceding FY 2016-17, an increase of 26% in volume. For the 6th consecutive year, your Company posted higher growth than the industry, which reflects your Company''s uncompromising commitment to product quality and technical support to farmers, making it the farmer''s first choice.

The four windmills of your Company located in Karnataka State with a total capacity of 3.2 MW have generated 49.13 Lakh units as against 31.44 Lakh units in the previous year. The power generated during the year was sold to Karnataka Power Transmission Corporation Limited under the Power Purchase Agreement. The Operation and Maintenance (O&M) issues that arose with Wind World India Limited in the previous year were resolved and the machines operated well during FY 2017-18.

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

During the year under review, there is no change in the nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

Dividend

Your Directors have recommended a dividend of Rs.6/- per equity share of Rs.1/- each fully paid up, for FY 2017-18. The dividend, if declared by the Members at the 25th Annual General Meeting to be held on 7th August 2018, will be paid on or before 31st August 2018.

Reserves

The Company proposes to transfer Rs.4,000 Lakh to the General Reserve out of the profits available for appropriation.

Composition of the Board and details of Board meetings:

Sl. No	Name	Designation
1	Sri A. Indra Kumar	Chairman & Managing Director
2	Sri C. Ramachandra Rao	Joint Managing Director, Company Secretary & Chief Financial Officer
3	Sri N. Ram Prasad	Director
4	Sri A.V. Achar	Independent Director
5	Sri B.V. Kumar	Independent Director

6	Sri M.S.P. Rao	Independent Director
7	Sri K. Ramamohana Rao	Independent Director
8	Sri N.V. D.S. Raju	Independent Director
9	Smt K. Kiranmayee	Independent Woman Director
10	Sri Bunluesak Sorajjakit	Director
11	Sri Wai Yat Paco Lee	Director
12	Sri Kartikeya Misra, IAS (from 20.09.2016 to 03.07.2017)	Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited -represented as equity investor)
13	Siddarth Jain, IAS (from 04.07.2017 to 31.01.2018)	Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited -represented as equity investor)
14	Sri Solomon Arokia Raj IAS ( from 01.02.2018)	Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited -represented as equity investor)

1.1 Number of Board Meetings

During FY 2017-18, 4 Board meetings were held. The details are as under:

Sl. No.	Date of Board Meeting	No. of Directors Attended
1	13.05.2017	8
2	11.08.2017	11
3	11.11.2017	11
4	09.02.2018	9

1.2 Committees of the Board

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

1.3 Meeting of Independent Directors

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

1.4 Familiarisation Programme for Independent Directors

The details of the familiarisation programme for the Independent Directors is reported in the Report on Corporate Governance, which is attached to the Boardâs Report.

2. Changes in Directors and Key Managerial Personnel

During the year under review, Andhra Pradesh Industrial Development Corporation Limited has withdrawn the nomination of Sri. Kartikeya Misra, IAS, on 03.07.2017 and appointed Sri Siddartha Jain, IAS on 04.07.2017 as Nominee Director and it withdrew the nomination of Sri Siddartha Jain on 31.01.2018 and appointed Sri. Solomon Arokia Raj, IAS on 01.02.2018 as a Director.

In terms of Articles 105 and 106 of the Articles of Association of the Company, Sri N. Ram Prasad and Sri Bunluesak Sorajjakit retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment . The resolutions to that effect are placed for consideration and approval by the members at the ensuing AGM.

3. Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is enclosed in Annexure-1.

4. Directorsâ Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. Internal Financial Controls

The internal financial controls with reference to the Financial Statements for the year ended 31st March 2018 commensurate with the size and nature of business of the Company.

The measures implemented for internal financial controls include multiple authority levels for approval of expenditures, budgetary controls, concurrent internal audit, etc.

6. Declaration by Independent Directors

Sri A.V. Achar, Sri B.V. Kumar, Sri M.S.P. Rao, Sri K. Ramamohana Rao, Sri N.V.D.S. Raju and Smt K. Kiranmayee are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149(6) of the Act and the Rules made thereunder about their status as Independent Directors of the Company.

7. Policy on Directorsâ Appointments and Remuneration, including Criteria for Determining Qualifications, Positive Attributes, etc.

The details of Policy on Directorsâ appointment and Remuneration (i.e. Nomination and Remuneration Policy), and the criteria for determining qualifications, positive attributes, independence of directors are included in the Report on Corporate Governance forming part of the Boardâs Report.

Further, the information about the elements of remuneration package of individual directors is provided in the extract of the Annual Return in Form MGT-9 enclosed eith the Boardâs Report.

8. Independent Auditors, their Report and Notes to Financial Statements

At the 24th Annual General Meeting held on 12th August 2017, Tukaram & Company, Chartered Accountants, Hyderabad have been appointed as Statutory Auditors of the Company for a period of 5 years, to hold the office from the conclusion of the 24th Annual General Meeting till the conclusion of 29th Annual General Meeting to be held in the year 2022. The ratification of the appointment of M/S Tukaram & Company, Chartered Accountants as Statutory Auditors for FY 2018-19 is not required as per the Companies (Amendment) Act, 2017 notified on 07.05.2018.

Further, the report of the Statutory Auditors along with notes to Schedules are annexed to this Report.

9. Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 and the Rules made thereunder, M/s.V. Bhaskara Rao & Co., Hyderabad Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company for FY 2017-18, on a remuneration of Rs.1,00,000/- plus service tax as applicable and reimbursement of actual travel and out-of-pocket expenses. The report of the Secretarial Auditors is annexed to this Report.

10. Internal Audit

In terms of Section 138 of the Companies Act, 2013 and the relevant Rules, the Company appointed Smt Santhilatha, Chartered Accountant, an employee of the Company as Internal Auditor. The Internal Auditor directly reports to the Audit Committee.

11. Explanations on Qualifications Made by the Auditors

There were no qualifications, reservations or adverse remarks or disclaimers made by (i) Statutory Auditors i.e. Tukaram & Company., Chartered Accountants, Hyderabad, in their report and (ii) Secretarial Auditor V. Bhaskara Rao & Co., Practicing Company Secretaries, Hyderabad in their Secretarial Audit Report.

12. Particulars of Loans, Guarantees or Investments

The details of the Loans, Guarantees and Investments as on 31.03.2018 are as under :

a) Guarantees : Rs.11,506.00 Lakh

b) Investments : Rs.11,211.82 Lakh

Rs.22,717.82 Lakh

13. Particulars of Contracts or Arrangements with Related Parties

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

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

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

(a) Conservation of Energy:

(i)

The steps taken or impact on conservation of energy

100 kvar capacitors installed for C-Automisers

ETP plant auto machine admittance level sensors are installed

(ii)

The steps taken by the Company for utilising alternate sources of energy

Company studying feasibility of installing solar panels on the rooftops of its factory godowns to harness solar power

(iii)

The capital investment on energy conservation equipments

(b) Technology Absorption: Not Applicable.

(c) Foreign Exchange Earnings and Outgo: During the year under review, the total Foreign Exchange

Inflow - NIL

Outflow - Rs.14,713.81 Lakhs

15. Risk Management Policy

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy. the Audit Committee and the Board review the same periodically. The details of the Policy are available on the Company''s website: www.avantifeeds.com

16. Corporate Social Responsibility Committee Composition:

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

Terms of Reference:

The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR activities.

CSR Policy

The Company''s CSR Policy is disseminated at www. avantifeeds.com

During FY 2017-18, one meeting of the Corporate Social Responsibility Committee was held on 27th March 2018.

CSR Expenditure during FY 2016-17:

As per Section 135(5) of The Companies Act, 2013, an amount of 2 percent of the average Net Profits of the Company made during the 3 immediately preceding financial years, which works out to Rs.515.40 Lakh, is to be spent towards CSR Activities. The Company has spent Rs.605.03 Lakh towards CSR activities in FY 2017-18, which is more than a mandatory requirement by Rs.89.63 Lakh. The detailed Report on the CSR Activities is annexed to the Board''s Report.

17. Manner in which annual evaluation has been made by the Board of its own performance and that of its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of (i) its own performance, (ii) the Directors individually and (iii) the working of its Committees. The manner in which the evaluation was carried out is reported in the Report on Corporate Governance forming part of this Report.

18. Subsidiaries and Associate Companies

18.1 Report on the Performance of Subsidiaries and Associates:

The report on the business of the Subsidiaries and Associate companies as on 31.03.2018 is as follows:

18.2 Subsidiaries:

(a) Avanti Frozen Foods Private Limited (AFFPL)

During the year, AFFPL reported a turnover of Rs.58,117.96 Lakh and Profit before Tax of Rs.7383.89 Lakh. The Profit after Tax reported by AFFPL is Rs.4994.02 Lakh for FY 2017-18.

Further, AFFPL completed the implementation of a 15,000 MTA capacity shrimp processing plant at Yerravaram in East Godavari District of Andhra Pradesh with a Capex of Rs.12,159.38 Lakh and started operations from 31.08.2017.

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

The consolidated financial statements of the Company and its subsidiaries prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies Amendment Rules, 2016, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

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

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

18.3 Joint Ventures:

During the year under review, there were no joint ventures.

18.4 Associate Companies:

1. Srivathsa Power Projects Private Limited:

Srivathsa Power Projects Pvt Ltd. is a 17.2 MW gas-based independent power project situated in Andhra Pradesh in which the Company holds 49.99% of equity shares.

During FY 2017-18, the gas supply by GAIL was 37,172 SCMD as against the nominated quota of 65.000 SCMD. As a result, the power generation was limited to 549.26 Lakh units as against a capacity of 1.100.00 Lakh units. During FY 2017-18, the Company reported a turnover of Rs.1738.70 Lakh and a profit of Rs.32.51 Lakh after charging interest and depreciation as per un-audited financials.

2. Patikari Power Private Limited:

The Company holds 25.88% equity shares of Patikari Power Private Limited, which has a 16 MW Hydel Power Project in Himachal Pradesh. During FY 2017-18, as per un-audited financials, the Company generated 502 Lakh saleable energy units, yielding a gross sales income of Rs.1129.37 Lakh, and resulted in a net profit of Rs.372.32 Lakh after charging interest, depreciation and tax.

18.5 Names of companies that have become or ceased to be subsidiaries, joint ventures or associate companies:

There were no companies that have become or ceased to be joint ventures or associate companies.

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

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient features of the financial statements of Companyâs subsidiary and associate companies is enclosed in Annexure-4 of the Boardâs Repot.

19. Public Deposits

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

19.1 Details of Deposits that are not in compliance with the requirements of Chapter V of the Companies Act, 2013:

The Company has not accepted any deposits from the public and as such there were no deposits wthat are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

20. Significant and Material Orders Passed by the Regulators

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

21. Internal Controls Systems and Adequacy

The Company has in place an adequate system of internal controls. The details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Boardâs Report.

22. Management Discussion & Analysis

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

23. Business Responsibility Report

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

24. Corporate Governance

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

There are no loans, advances and investments to subsidiary companies during the year under review.

Related Party Disclosure as per Schedule V of SEBI (LODR) Regulations, 2015:

25. Whistle Blower Policy

The Company established a Whistle Blower Policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The practice of the Whistle Blower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistle Blower Policy is available at the Companyâs website: www.avantifeeds.com

26. Remuneration to Directors

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

(Rs. in Lakh)

Details	Sri A Indra Kumar	Sri C Ramachandra Rao
	CMD	JMD,CS & CFO
Pay	268.36	140.43
Exgratia	30.96	16.20
Perks	2.40	--
Super Annuation	23.15	12.33
Commission on	2631.27	1973.46
Profits
Total	2956.14	2142.42

27. Human Resources

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attracting, retaining and developing talent on an ongoing basis. Your Companyâs thrust is on the promotion of talent internally through job rotation and job enlargement.

28. Particulars of Employees

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 indicating (i) the ratio of remuneration of each Director to the median employees remuneration and other details and (ii) a statement showing the details of employees who are in receipt of remuneration of Rs.102 Lakh or more are given in Annexure-5 forming part of this Report.

29. Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year ended 31.03.2018, the Company has not received any complaints pertaining to sexual harassment of employees.

Acknowledgments:

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for co-operation extended by the Governmental Agencies, Shareholders and Banks from time to time. Your Directors also place on record their appreciation for the contributions made by the employees through their dedication, hard work and commitment. Your Directors also their convey thanks and appreciation to the valued customers and dealers for their continued patronage.

For and on behalf of the Board

Avanti Feeds Limited

A. Indra Kumar

Place: Hyderabad DIN: 00190168

Date: 26.05.2018 Chairman & Managing Director

Mar 31, 2017

BOARD''S REPORT Dear Members,

The Directors have pleasure in presenting their 24th Annual Report together with the Audited Financial Statements of your Company and its subsidiaries for the year ended 31st March, 2017.

1. Financial summary or highlights:

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:

(Rs. in Lakhs)

		Financial Year ended
Particulars	Stanc	alone	Consolidated
	31/03/2017	31/03/2016	31/03/2017	31/03/2016
Total Revenue	2,65,419.02	201,828.87	273,266.04	201,828.87
Profit/(loss) Before Interest, Depreciation & Tax (PBITD)	30,753.25	24,375.84	35,158.31	25,024.95
Finance Charges	233.32	182.74	271.23	183.94
Depreciation	1,151.89	935.47	1,368.95	1,022.67
Provision for Income Tax (including for earlier years)	9,834.58	7,731.40	10,843.43	7,920.04
Net Profit/(Loss) After Tax	19,533.46	15,526.23	22,674.70	15,898.30
Profit/(Loss) brought forward from previous year	32,973.27	22,053.37	33,456.69	22,313.02
Profit/(Loss) carried to Balance Sheet	46,680.47	32,973.27	48,174.04	33,456.69

Summary of Operations & State of Company''s affairs:

The Profit for the year under consideration i.e. 2016-17, before depreciation, finance charges and tax is Rs.30,753.25 lakhs as compared to a profit of Rs. 24,375.84 lakhs in the previous financial year. The Profit for the year after tax is Rs.19,533.46 lakhs as against a Profit of Rs. 15,526.23 lakhs during the previous financial year.

After remaining stagnant during 2015-16, the industry bounced back in the year 2016-17 and reported a growth of 15-20% due to consistently favorable shrimp prices coupled with copious rain fall in most of the shrimp culture areas. Your Company reported 3,41,660 MT sales of shrimp feed during 2016-17 as compared to 2,52,590 MT shrimp feed sales in the immediate preceding financial year 2015-16, an increase of 35% in volume. For the 5th consecutive year your Company posted higher growth than the industry which reflects your Company''s un-compromising commitment to product quality and technical support to farmers making it farmer''s first choice.

The shrimp processing and export sales during 2016-17 recorded export of 5155 MT as against 4377 MT in the previous year representing an increase of 18% in quantitative terms.

During the year 2015-16 your Company divested its Shrimp Processing & Export Division to its subsidiary Avanti Frozen Foods Private Limited (AFFPL) by way of slump sale, under Business Transfer Agreement. This was done in order to improve business efficacy and to build global brand image for Shrimp Processing Business. The effective date of transfer of the Shrimp Processing & Export Division to AFFPL was 01.11.2015. However, transfer of statutory licenses from AFL to AFFPL was received in June''16 and transfer of name from USDOC was received on 22.1 1.2016. From 01.04.2016 to 30.06.2016 AFL operated the Processing & Export business on behalf of AFFPL and from 01.07.2016 till 22.1 1.2016, AFFPL did the processing and AFL exported as a merchant exporter. With effect from 23.1 1.2016, AFFPL is carrying on the processed shrimp operations in its own name.

The revenue and related expenditures for the period from 01.04.2016 to 22.1 1.2016 are included in Statement of Profit & Loss of AFL. However, the profit from operation for the period starting from 01.04.2016 to 22.1 1.2016 amounting to Rs. 1864.80 lakhs is transferred to AFFPL which is reflected in the standalone results of your Company as Extra Ordinary Expense. A detailed statement of the operations of Shrimp Processing & Export Division for the 7 months period from 01.04.2016 to 22.1 1.2016 is given in Note No.31 of financial statements.

The four windmills of your Company located in Karnataka State with a total capacity of 3.2 MW have generated 31.44 lakh units as against 49.94 lakh units in the previous year. The power generated during the year was sold to Karnataka Power Transmission Corporation Limited under Power Purchase Agreement. During the high wind season between May''16 to October''16 two of the four wind mills did not operate due to technical fault and inordinate delay in rectifying the machines by O & M service provider.

We have renewed O & M Agreement with Wind World India Limited with the understanding that O & M charges will be released to them in installments upon satisfactory maintenance of the wind mills.

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

Dividend:

Your Directors have recommended a dividend of Rs.9.00 per equity share of Rs.2/- each fully paid up, for the Financial Year 2016-17. The dividend if declared by the Members at the 24th Annual General Meeting to be held on 12th August, 2017 will be paid on or before 31st August, 2017.

Reserves:

The Company proposes to transfer Rs.2000 lakhs to the General Reserve out of the Profits available for appropriation.

Composition of the Board and details of Board meetings:

Sl No	Name	Designation
1	Sri A. Indra Kumar	Chairman & Managing Director
2	Sri C. Ramachandra Rao	Joint Managing Director, Company Secretary & Chief Financial Officer
3	Sri N. Ram Prasad	Director
4	Sri A.V Achar	Independent Director
5	Sri B.V. Kumar	Independent Director
6	Sri M.S.P Rao	Independent Director
7	Sri K. Ramamohana Rao	Independent Director
8	Sri N.V D.S. Raju	Independent Director
9	Smt. K. Kiranmayee	Independent Woman Director
10	Sri Bunluesak Sorajjakit	Director
11	Sri Wai Yat Paco Lee	Director
12	Sri Shamsher Singh Rawat, IAS (up to 26.05,2016)	Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited - represented as equity investor)
13	Sri B Sreedhar, IAS (from 27.05.2016 to 19.09.2016)	Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited - represented as equity investor)
14	Sri Kartikeya Misra (from 20.09.2016)	Nominee Director (Nominee of Andhra Pradesh Industrial Corporation Limited - represented as equity investor)

6.1 Number of Board Meetings:

During the year 2016-17, 4(Four) Board meetings were held. The details are as under:

Sl.No.	Date of Board Meeting	No of Directors Attended
1	21.05.2016	9
2	12.08.2016	11
3	28.10.2016	9
4	27.01.2017	10

6.2 Committees of the Board:

6.3 Meeting of Independent Directors:

The details of the separate meeting of the Independent Directors held during the year under review, reported in the Report on Corporate Governance which forms part of the Board''s Report.

6.4 Familiarization Programme for Independent Directors:

The details of the familiarization programme for the Independent Directors is reported in the Report on Corporate Governance which forms part of the Board''s Report.

7 . Changes in Directors and Key Managerial Personnel:

During the year under review, Andhra Pradesh Industrial Development Corporation Limited has withdrawn the nomination of Sri Shamsher Singh Rawat, IAS, and appointed Sri B Sreedhar, IAS on 27.05.2016 as Nominee Director and it withdrew nomination of Sri B Sreedhar, IAS and appointed Sri. Kartikeya Misra, IAS on 20.09.2016 as a Director.

In terms of Article 105 and 106 of the Articles of Association of the Company Sri N. Ram Prasad and Mr. Wai Yat Paco Lee, Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The resolutions to that effect are placed for consideration and approval by the members at the AGM to be held on 12.08.2017.

8. Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is enclosed at Annexure-1.

9. Directors'' Responsibility Statement:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Internal financial controls:

The internal financial controls with reference to the Financial Statements for the year ended 31st March, 2017 commensurate with the size and nature of business of the Company.

The measures implemented for internal financial controls include Multiple authority levels for approval of expenditures, budgetary controls, concurrent internal audit etc.

11. Declaration by Independent Directors:

Sri A.V Achar, Sri B.V Kumar, Sri M.S.P Rao, Sri K. Ramamohana Rao, Sri N.V.D.S. Raju and Smt. K. Kiranmayee are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149(6) of the Act and the Rules made there under about their status as Independent Directors of the Company.

12. Policy on Directors'' appointments and Remuneration including Criteria for determining qualifications, positive attributes etc. :

The details of Policy on Directors appointment and Remuneration (i.e. Nomination and Remuneration Policy), criteria for determining qualifications, positive attributes, independence of directors are disseminated on the website of the Company i.e. www.avantifeeds.com

Further, the information about the elements of remuneration package of individual directors is provided in the extract of the Annual Return in Form MGT-9 enclosed to Board''s Report at Annexure -1.

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

At the 21st Annual General Meeting of the Company held on 2nd August, 2014, Karvy & Company, Chartered Accountants Hyderabad have been appointed as Statutory Auditors of the Company for a period of three years i.e. (2014-15,2015-16 and 2016-17). Their appointment for the years 2015-16 and 2016-17 was ratified by the members at the Annual General meeting held on 08.08.2015 and 13.08.2016 respectively.

As per the provisions of Sec.139 of the Act, no listed Company can not appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the above, Karvy & Company can continue as auditors of the Company only up to the conclusion of this Annual General Meeting having completed their term as per the provisions of Sec.139 of the Act.

Tukaram & Company have consented to their appointment as Independent Auditors and have confirmed that if appointed, their appointment will be in accordance with Sec.139 read with Sec.141 of the Act.

The Board of Directors recommended appointment of Tukaram & Company (ICAI Firm Registration No.004436S) Hyderabad as Auditors of the Company for a period of 5 years, to hold the office from the conclusion of 24th Annual General Meeting till the conclusion of 29th Annual General Meeting to be held in the year 2022 (subject to ratification of their appointment at every Annual General Meeting if so required under the Act).

14. Secretarial audit:

In terms of Section 204 of the Companies Act 2013 and the Rules made there under, V Bhaskara Rao & Co., Hyderabad, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for the year 2016-17, on a remuneration of Rs.1,00,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses. The report of the Secretarial Auditors is annexed to this Report.

15. Internal audit:

In terms of Sec.138 of the Companies Act, 2013 and the relevant Rules, the Company appointed Smt. Santhilatha, Chartered Accountant, an employee of the Company as Internal Auditor for the year 2016-17. The Internal Auditor directly reports to the Audit Committee.

16. Explanations on qualifications made by the Auditors:

There were no qualifications, reservations or adverse remarks or disclaimers made by (i) Statutory Auditors i.e. Karvy & Co., Chartered Accountants, Hyderabad, in their report and (ii) Secretarial Auditor V Bhaskara Rao & Co., Practicing Company Secretaries, Hyderabad in their Secretarial Audit Report.

17. Particulars of Loans, Guarantees or Investments:

The details of the Loans, Guarantees and Investments as on 31.03.2017 are as under :

a) Guarantees : Rs. 7,590.00 lakhs

b) Investments : Rs. 11,209.54 lakhs

Rs. 18,799.54 lakhs

18. Particulars of contracts or arrangements with Related Parties:

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

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

(a) Conservation of Energy:

(i) The steps taken or impact Gate control system introduced in all conveyor belts on conservation of energy so that motors stop running during idle time.

Atomization done at crumbling section so that machines stop during idle time.

Lights in all the manufacturing units changed to LED from CFL.

(ii) The steps taken by the Company studying feasibility of installing solar panels Company for utilizing on roof top of its factory god owns to harness solar power. alternate sources of energy

(iii) The capital investment on energy conservation - equipments

(b) Technology absorption: Not applicable.

(c) Foreign Exchange Earnings and Outgo: During the year under review, the total Foreign Exchange out go was Rs. 9780.47 lakhs and Foreign Exchanged earned was Rs.23,117.97 lakhs.

20. Risk Management Policy:

In terms of the requirement of Section 134(3)(n) of the Companies Act 2013, the Company has developed and implemented the Risk Management Policy. Audit Committee and the Board review the same periodically. The details of the Policy are available on Company''s website: www.avantifeeds.com.

22. Corporate Social Responsibility Committee:

Composition:

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

Terms of Reference:

The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy, monitoring the same from time to time, and recommended amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR Policy.

CSR Policy

The Company''s CSR Policy is disseminated at www.avantifeeds.com

During the year 2016-17 one meeting of the Corporate Social Responsibility Committee was held on 25.06.2016 .

CSR Expenditure during the year 2016-17:

As per the Sec.135(5) of Companies Act 2013, an amount of 2 percent of the average Net Profits of the Company made during the three immediately preceding financial years towards CSR activities, which works out to Rs. 378.45 lakhs, is to be spent towards Corporate Social Responsibility Activities. The Company has spent Rs. 555.11 lakhs towards the CSR activities in the financial year 2016-17, which is more than mandatory requirement by Rs.176.66 lakhs. The detailed Report on the CSR Activities is annexed to Board''s Report at Annexure - 3.

23. Manner in which annual evaluation has been made by the Board of its own performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out is reported in the Report on Corporate Governance forming part of this Report.

24. Subsidiaries and Associate Companies:

24.1 Report on the performance of Subsidiaries and associates:

The report on the business of the Subsidiaries and Associate companies as on 31.03.2017 is as follows:

24.2 Subsidiaries:

(a) Avanti Frozen Foods Foods Pvt. Ltd. (AFFPL)

During the year under review Avanti Frozen Foods Pvt. Limited (AFFPL) issued 40,06,667 shares to Thai Union Group PCL (TUG) of Thailand. After allotment of shares to TUG, your company holds 60% of the equity in AFFPL and AFFPL is subsidiary of your Company.

During the year 2015-16 your Company divested its Shrimp Processing & Export Division to its subsidiary Avanti Frozen Foods Private Limited (AFFPL) by way of slump sale, under Business Transfer Agreement. This was done in order to improve business efficacy and to build global brand image for Shrimp Processing Business. The effective date of transfer of the Shrimp Processing & Export Division to AFFPL was 01.11.2015. However, transfer of statutory licenses from AFL to AFFPL was received in June''16 and transfer of name from USDOC was received on 22.11.2016. From 01.04.2016 to 30.06.2016 AFL operated the Processing & Export Business on behalf of AFFPL and from 01.07.2016 till 22.11.2016, AFFPL did the processing and AFL exported as a merchant exporter. With effect from 23.11.2016, AFFPL is carrying on operations in its own name.

The revenue and related expenditures for the period from 01.04.2016 to 22.11.2016 are included in Statement of Profit & Loss of AFL. However, the profit from operation for the period starting from 01.04.2016 to 22.11.2016 amounting to Rs.1864.80 lakhs is transferred to AFFPL which is reflected in the standalone results of your Company as Extra Ordinary Expense. A detailed statement of the operations of Shrimp Processing & Export Division for the 7 months period from

01.04.2016 to 22.11.2016 is given in Note No.31 of financial statements.

During the year AFFPL reported turnover of Rs.23835.73 lakhs and profit before tax is Rs.4299.10 lakhs. The Profit after tax reported by AFFPL is Rs.3290.24 lakhs for the year 2016-17. Further, AFFPL is in the final stage of implementation of a 15000 MTA capacity shrimp processing Plant at Yerravaram in East Godavari District of Andhra Pradesh. The estimated capital expenditure is Rs.100 crores and the commercial production is scheduled to commence in May 2017.

(b) SVIMSAN Imports and Exports Private Limited : (Wholly owned subsidiary of the Company) No business activity.

The consolidated financial statements of the Company and its subsidiaries prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, and Companies (Amendment) Rules, 2016, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

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

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

24.3 Joint Ventures:

During the year under review there were no Joint Ventures.

24.4 Associate Companies:

1. Srivathsa Power Projects Private Limited:

Srivathsa Power Projects Pvt Ltd, is a 17.2 MW gas based independent power project situated in Andhra Praesh in which Company holds 49.99% of equity shares. The unit was not in operation from 06th July, 2014 to 26th January, 2016 as gas supply was stopped by Gas Authority of India Limited (GAIL) due to blast in their gas supply pipeline.

Now the plant is operational. During the year 2016-17, the gas supply was drastically reduced by GAIL to 31,343 SCMD as against the nominated quota of 65,000 SCMD. As a result, the power generation was limited to 439.68 lakhs units as against capacity of 911.04 lakhs units. During the year 2016-17, the Company reported a turnover of Rs.1534.00 lakhs and a loss of Rs.113.54 lakhs after charging interest and depreciation as per un-audited financials.

2. Patikari Power Private Limited:

The Company holds 25.88% equity shares of Patikari Power Private Limited which has a 16 MW Hydel Power Project in Himachal Pradesh. During the year 2016-17 as per un-audited financials the Company generated 424.40 lakhs saleable energy units, yielding a gross sales income of Rs.954.99 lakhs and resulted in a net loss of Rs.236.77 lakhs after charging interest and depreciation.

Poor in flow of water is the major reason for low generation of power and consequent loss.

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

During the year under review, Avanti Frozen Foods Private Limited, became a 60% subsidiary of the Company, the details are indicated at Point No.24.2 of this Report. There were no other companies which have become or ceased to be Subsidiaries, Joint Ventures or associate companies.

24.6 Statement containing subsidiaries, salient features of financial statements of subsidiaries:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statements of Company''s subsidiary and associate companies is enclosed at Annexure-4 of Board''s Report.

25. Public Deposits:

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

25.1 Details of Deposits which are not in compliance with the requirements of Chapter V of Companies Act, 2013:

The Company has not accepted any deposits from the public and as such there were no deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013.

26. Significant and material orders passed by the regulators:

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

27. Internal Controls Systems and Adequacy:

The Company has in place an adequate system of internal controls. The details of the internal controls system are given in the Management Discussion and Analysis Report which forms of the Board''s Report.

28. Management Discussion & Analysis:

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

29. Business Responsibility Report:

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

30. Corporate Governance:

30.1 Disclosures under Reg.34(3) and Schedule V of SEBI (LODR) Regulations, 2015 :

Related Party Disclosure as per Schedule V of SEBI (LODR) Regulations,2015 :

NAME	NATURE & TENURE OF CONTRACT	AMOUNT OUTSTANDING AT THE YEAR END 31.03.2017	MAXIMUM AMOUNT OF LOAN OUTSTANDING DURING THE YEAR 2016-17
Avanti Frozen Foods (P) Limited (AFFPL)	Loan given to AFFPL, a subsidiary of AFL, for the purpose of implementing 15000 MTA capacity processing and export plant at Yerravaram, East Godavari District of Andhra Pradesh.	NIL	Rs. 5885.99 Lakhs

There were no investments made by Loanee (Avanti Frozen Foods (P) Limited) in the shares of Company or in any other subsidiary of the Company.

31. Whistle Blower Policy:

The Company established Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The practice of Whistle Blower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistle Blower Policy is available at the Company''s website: www.avantifeeds.com

32. Remuneration of Directors:

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

(Rs. In Lakhs)

Details	Sri A Indra Kumar CMD	Sri C Ramachandra Rao JMD, CS &CFO
Pay	215.88	124.80
Exgratia	26.99	15.60
Perks	2.38	-
Super Annuation	17.42	11.38
Commission on Profits	1281.84	961.38
Total :	1544.51	1113.16

33. Human Resources:

34. Particulars of Employees:

The statement containing particulars of employees as required under section 197(12) of Companies Act,

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 indicating (i) the ratio of remuneration of each director to the median employees remuneration and other details and (ii) statement showing the details of employees who are in receipt of remuneration of Rs.120 Lakhs or more are enclosed forming part of Annexure-5.

35. Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year ended 31.03.2017 the Company has not received any complaints pertaining to sexual harassment of employees.

Acknowledgments:

By Order of the Board for Avanti Feeds Limited

Place: Hyderabad A. INDRA KUMAR

Date : 13.05.2017 DIN: 00190168

Chairman & Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 22nd Annual Report together with the Audited Financial Statements of your Company and its subsidiary for the year ended 31st March, 2015.

1. Financial summary or highlights:

The summarized standalone and consolidated results of your Company and its subsidiary are given in the table below:

(Rs. in Lacs) Particulars Standalone

31/03/2015 31/03/2014

Total Income 1,78,527.80 1,13,528.81

Profit/(loss) before Interest,

Depreciation & Tax (PBITDA) 19,039.35 11,421.59

Finance Charges 175.00 349.96

Depreciation 879.67 553.74

Provision for Income Tax

(including for earlier years) 6,326.82 3,542.89

Net Profit/(Loss) After Tax 11,657.86 6,975.00

Profit/(Loss) brought forward

from previous year 10,395.51 5,728.35

Profit/(Loss) carried to Balance Sheet 17,847.03 10,409.34

Particulars Financial Year ended

Consolidated

Total Income 31/03/2015 31/03/2014

Profit/(loss) before Interest, 1,78,527.80 1,13,528.81

Depreciation & Tax (PBITDA)

Finance Charges 18,973.70 11,488.06

Depreciation 175.00 349.96

Provision for Income Tax 879.67 553.74

(including for earlier years)

Net Profit/(Loss) After Tax 6,326.82 3,542.89

Profit/(Loss) brought forward 11,592.21 7,041.47

from previous year

Profit/(Loss) carried to Balance Sheet 10,720.81 5,987.19

18,106.68 10,734.65

2. Summary of Operations & State of Company's affairs:

The Profit for the year under consideration i.e. 2014-15, before depreciation, finance charges and tax is Rs.19,039.35 lacs as compared to a profit of Rs. 11,421.59 lacs in the previous financial year. The Profit for the year after tax is Rs. 11,657.86 lacs as against a Profit of Rs. 6,975.00 lacs during the previous financial year.

For the fifth consecutive year there was overall increase in the shrimp culture both in terms of water spread area and stocking density, mainly because of success of Vannamei shrimp culture. Your directors are glad to inform that your Company's Shrimp Feed sales grew by 56% in quantitative terms. Your Company's high quality of shrimp feed and technical support to the farmers by educating them with best culture practices has made our feed one of the most preferred feed by the farmers. The year 2014-15 ended with shrimp feed sales at 2,33,489 MT, an increase of 83,598 MT as compared to previous financial year .

The shrimp processing and export division sales recorded export of 3,409 MT as against 3,289 MT in the previous year. During the year US authorities started checking each container exported to their country for presence of antibiotic residues. Because of stringent checking there were inordinate delays in clearing of the goods with additional expenditure to the exporters. Due to this, your Company could not show improvement in its operations in this division.

The four wind mills of your Company located in Karnataka State with a total capacity of 3.2 MW have generated 55.41 lakh units as against 62.39 lakh units in the previous year. The fall in generation is due to reduced wind velocity during the year. The power generated during the year was sold to Karnataka Power Transmission Corporation Limited under PPA.

No material changes and commitments have occurred after the close of the financial year till the date of this report which effect the financial position of the Company.

During the year under review, there is no change in nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

3. Share Capital:

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs.9,08,30,420./-, comprising 90,83,042 equity shares of Rs.10/- each.

4. Dividend:

Your Directors have recommended a dividend of Rs.27.50 ps per equity share of Rs.10/- each fully paid up, for the Financial Year 2014-15. The dividend if declared by the Members at the 22 nd Annual General Meeting to be held on 8th August, 2015, will be paid on or before 23 rd August, 2015.

5. Reserves:

The Company proposes to transfer Rs.1200 lakhs to the General Reserve out of the Profits available for appropriation.

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

Sl Name Designation No

1 Sri A. Indra Kumar Chairman & Managing Director

2 Sri C. Ramachandra Rao Joint Managing Director, Company Secretary & Chief Financial Officer

3 Sri N. Ram Prasad Director

4 Sri A.V. Achar Independent Director

5 Sri B.V. Kumar Independent Director

6 Sri M.S.P Rao Independent Director

7 Sri K. Ramamohana Rao Independent Director

8 Sri N.V. D.S. Raju Independent Director (from 11.3.2015)

9 Smt. K. Kiranmayee Independent Director (from 11.3.2015)

10 Sri Bunluesak Sorajjakit Director

11 Sri Wai Yat Paco Lee Director

12 Sri J.S.V Prasad, IAS Nominee Director (Nominee of [from 15.12.2014] Andhra Pradesh Industrial Development Corporation Ltd)

13 Smt. Anita Rajendra,IAS Nominee Director (Nominee of (upto 15.10.2014) Andhra Pradesh Industrial Corporation Limited)

6.1 Number of Board Meetings:

During the year 2014-15, Four Board meetings were held. The details are as under:

Sl Date of the meeting No. of Directors attended No the meeting

1 30.05.2014 6

2 02.08.2014 9

3 08.11.2014 7

4 31.01.2015 8

6.2 Committees of the Board:

The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee Stakeholders Relationship Committee and Share Transfer Committee are reported in the Report on Corporate Governance which forms part of the Board's Report.

6.3 Meeting of Independent Directors:

The details on the separate meeting of the Independent Directors is reported in the Report on Corporate Governance which forms part of the Board's Report.

6.4 Familiarization Programme for Independent Directors:

The details of the familiarization programme for the Independent Directors is reported in the Report on Corporate Governance which is attached to the Board's Report.

7 . Changes in Directors and Key Managerial Personnel:

During the year under review, Andhra Pradesh Industrial Development Corporation Limited has withdrawn the nomination of Smt. Anita Rajendra IAS on 15.10.2014 and appointed Sri J.S. V Prasad, IAS on 15.12.2014. The Board placed on record its appreciation for the contribution and guidence provided by Smt. Anita Rajendra, IAS during her tenure as director.

The Board appointed Sri N.V.D.S. Raju and Smt. K. Kiranmayee as additional directors who would also be Independent Directors with effect from 11.3.2015, subject to approval of members.

The above additional Directors will hold office pursuant to Section 161 (1) of the Companies Act, 2013 upto the date of ensuing Annual General Meeting. The Company has received notices in writing from members along with deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing the candidatures of Sri. N.V.D.S. Raju and Smt. K. Kiranmayee for the office of Directors.

In the opinion of the Board Sri. N.V.D.S.Raju and Smt. K.Kiranmayee fulfil the conditions for appointments as Independent Directors as specified under the Companies Act, 2013 and Listing Agreement. Sri. N.V.D.S.Raju and Smt. K. Kiranmayee are independent of management. The resolutions for the appointment of above individuals as Independent Directors w.e.f. 11th March, 2015 are proposed for consideration and approval by the members at the ensuing AGM.

In terms of Article 105 and 106 of the Articles of Association of the Company Mr.Bunluesak Sorajjakit and Mr.Wai Yat Paco Lee retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment . The resolution to that effect are prepared for consideration and approval by the members at the ensuing AGM.

Mr. C. Ramachandra Rao, Joint Managing Director and Company Secretary is the Chief Financial Officer with effect from 01.10.2014.

8. Change of Registered Office:

The members of the Company approved the Shifting of Registered Office from Hyderabad, Telangana State to Visakhapatnam, Andhra Pradesh, by alteration of the situation clause of the Memorandum of Association of the Company, by way Special Resolution through Postal Ballot on 31.07.2014. The Company submitted Petition to Regional Director, South East Region (SER), Ministry of Corporate Affairs (MCA), Hyderabad for confirmation of alteration of Memorandum of Association. The Regional Director, SER, MCA , Hyderabad vide his order dated 30.10.2014 confirmed the alteration of situation clause of the Memorandum of Association as approved by the Members. The order of the Regional Director was filed with the Registrar of Companies and the order was registered by Registrar of Companies, Hyderabad on 05.12.2014.

The Registered Office of the Company is situated at Plot No.3, House No.3, Baymount, Rushikonda, Visakhapatnam-530045, Andhra Pradesh. The Corporate Office of the Company is situated at No.G-2, Concorde Apartments, 6.3.658, Somajiguda, Hyderabad.500 082, Telangana State.

9. Listing at National Stock Exchange:

The Company's shares were listed at Bombay Stock Exchange and Madras Stock Exchange. By virtue of listing at Madras Stock Exchange the shares of the Company are traded under "permitted to trade category" at National Stock Exchange(NSE). NSE vide their circular dated 06.01.2015 had withdrawn the permission to trade the shares due to de-recognition of Madras Stock Exchange by Securities and Exchange Board of India. The Company applied for Listing of equity shares with NSE, Mumbai and the NSE approved the listing and admitted dealings in equity shares w.e.f. 15.4.2015. Consequently, the equity shares of the Company are listed and traded presently at Bombay Stock Exchange and National Stock Exchange.

10. Change of address of Registrars and Transfer Agents to the new premises:

The Registrars and Transfer Agents i.e. Karvy Computershare Private Limited shifted their office to the new premises at Hyderabad with effect from 01.04.2015. The new address of the Registrars and Transfer agents is as under:

Karvy Computershare Private Limited

Karvy Selenium Tower-B, Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Serilingampally Hyderabad 500 008, India Phone No.: 040-67162222 Fax: 040-23001153 Email id: einward@ris@ karvy.com Website: www.karvycomputershare.com

11. Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return enclosed at Annexure-1.

12. Directors' Responsibility Statement:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. Internal financial controls:

The internal financial controls with reference to the Financial Statements for the year ended 31st March, 2015 commensurate with the size and nature of business of the Company.

The measures implemented for internal financial controls include Multiple authority levels for approval of expenditures, budgetary controls, concurrent internal audit etc.

14. Declaration by Independent Directors:

Sri A.V Achar, Sri B.V. Kumar, Sri M.S.P Rao, Sri K. Ramamohana Rao, Sri N.V.D.S. Raju and Smt. K. Kiranmayee are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149(6) of the Act and the Rules made thereunder about their status as Independent Directors of the Company.

15. Policy on directors' appointments and Remuneration including Criteria for determining qualifications, positive attributes etc. :

The details of Policy on directors appointment and Remuneration (i.e. Nomination and Remuneration Policy), criteria for determining qualifications, positive attributes, independence of directors are included in Report on Corporate Governance forming part of the Board's Report.

Further, the information about the elements of remuneration package of individual directors is provided in the extract of the Annual Return in Form MGT-9 enclosed at Annexed-1 of Board's Report.

16. Statutory Auditors, their Report and Notes to Financial Statements:

At the 21st Annual General Meeting of the Company held on 2nd August, 2014, M/s. Karvy & Company, Chartered Accountants Hyderabad have been appointed as Statutory Auditors of the Company for a period of three years i.e. (2014-15,2015-16 and 2016-17). The ratification of appointment M/s Karvy & Company, Chartered Accountants as Statutory Auditors for the year 2015-16 is proposed at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules are annexed to this report.

17. Secretarial audit:

In terms of Section 204 of the Companies Act 2013 and the Rules made thereunder, M/s.V. Bhaskara Rao & Co., Hyderabad Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for the year 2014-15, on a remuneration of Rs.1,00,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses. The report of the Secretarial Auditors is annexed to this Report.

18. Internal audit:

In terms of Sec.138 of the Companies Act, 2013 and the relevant Rules, the Company appointed Smt. Santhilatha, Chartered Accountant, an employee of the Company as Internal Auditor. The Internal Auditor directly reports to the Audit Committee.

19. Explanations on qualifications made by the Auditors:

There were no qualifications, reservations or adverse remarks or disclaimers made by (i) Statutory Auditors i.e. Karvy & Co., Chartered Accountants, Hyderabad, in their report and (ii) V Bhaskara Rao & Co., Practising Company Secretaries, Hyderabad in their Secretarial Audit Report.

20. Particulars of Loans, Guarantees or Investments:

The details of the Loans, Guarantees and Investments as on 31.03.2015 are as under :

a) Loans : NIL

b) Guarantees : NIL

c) Investments : The details of the investments as on 31.03.2015 are given at Note No.12 & 15 of

Notes to financial statements.

21. Particulars of contracts or arrangements with Related Parties:

The Company formulated the Policy on dealing with Related Party Transactions. The details of the policy are reported in the Report on Corporate Governance which forms part of this Report.

The details of contacts or arrangements with related parties made by the Company during the year 2014-15 is enclosed at Annexure-2 in form AOC-2.

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

(a) Conservation of Energy:

(i) the steps taken or impact on conservation of energy

Implemented programme for recording power consumption of individual machines and corrective action is taken wherever excess consumption is noticed.

VFD are installed at pallet mills in all the units of the Company. Potential changing of power connectivity at Unit -II from 11 kv to 33 kv completed.

CFL lights are replaced with LED lights.

(ii) the steps taken by the Company for utilizing alternate sources of energy

Solar lights are installed on trail basis in Gujarat plant.

(iii) the capital investment on energy conservation equipments

Rs. 79.70 lacs

(b) Technology absorption : Not Applicable

(c) Foreign Exchange Earnings and Outgo:

During the year under review, the total Foreign Exchange outgo was Rs.5,632.59 lacs and the total Foreign Exchange earned was Rs. 24,433.44 lacs.

23. Risk Management Policy:

In terms of the requirement of Section 134(3)(n) of the Companies Act 2013, the Company has developed and implemented the Risk Management Policy. Audit Committee and the Board reviews the same periodically. The details of the Policy are reported in the Report on Corporate Governance which forms part of the Board's Report.

24. Corporate Social Responsibility Committee:

The Corporate Social Responsibility (CSR) Committee constituted by the Board comprises following Members. Composition:

Sl. Name Designation Chairman/ Members No.

1 Sri A. Indra Kumar Chairman & Chairman Managing Director

2 Sri C. Ramachandra Rao Joint Managing Member & Director, Company Compliance Secretary & CFO Officer

3 Sri N. Ram Prasad Non-Executive Non-Independent Director Member

4 Sri A.V Achar Independent Member Director

5 Sri B.V. Kumar Independent Member Director

24.1 Terms of Reference:

The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR activities.

24.2 CSR Policy:

The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. During the year 2014-15, a meeting of the Corporate Social Responsibility Committee was held on 31.1.2015.

As per the Sec.135(5), an amount of 2 percent of the average net Profits of the Company made during the three immediately preceding financial years which works out to Rs.135.86 lacs is to be spent towards Corporate Social Responsibility Activities. The Company has spent Rs.72.18 lacs towards the CSR activities in the financial year 2014-15. The details on CSR Policy developed and implemented by the Company is enclosed at Annexure-3 of Board's Report.

The Company is in the process of identifying suitable project(s) under CSR activity, as such the required amount could not be spent.

25. Manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement, the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out is reported in the Report on Corporate Governance forming part of this Report.

26. Statement containing salient features of financial statements of subsidiaries:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statements of Company's subsidiary and associate companies is enclosed at Annexure-4 of Board's Report.

The policy for determining material subsidiaries as approved, may be accessed at the Company's website: http://www.avantifeeds.com/Policies/ Policy%20on%20Material%20subsidiaries.pdf.

26.1 Report on the performance of Subsidiaries, Joint Ventures and associates:

The report on the business of the Subsidiary, Joint Venture and Associate companies as on 31.03.2015 is as follows:

26.2 Subsidiary:

Svimsan Imports and Exports Private Limited : No business activity.

26.3 Joint Ventures :

During the year under review there were no Joint Ventures.

26.4 Associate Companies:

1. Srivathsa Power Projects Private Limited:

The Company has a 17.2 MW gas based independent power project located at Razole, East Godavari District of Andhra Pradesh. Avanti Feeds Limited holds 49.99% of equity shares of the Company. The unit is not in operation since July, 2014, as gas supplies are stopped by Gas Authority of India Limited (GAIL) due to blast in their gas supply pipeline. The GAIL informed that they will be completing the laying of new pipeline by June, 2015 and gas supplies may resume from September, 2015. During the year 2014-15, the Company reported a turnover of Rs.436.53 lacs and a loss of Rs.164.53 lacs after charging interest and depreciation.

2. Patikari Power Private Limited:

The Company has a 16 MW Hydel Power Project in Himachal Pradesh. Avanti Feeds Limited holds 25.88% of equity shares of the Company. During the year 2014-15, the Company generated 62.85 lacs saleable energy units, yielding a gross sales income of Rs.1414.22 lacs and a net profit of Rs.86.61 lacs after charging interest, depreciation and tax.

26.5 Names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies:

During the year under review, there were no companies which have become or ceased to be Subsidiaries, Joint Ventures or associate companies.

27. Deposits:

(a) Accepted during the year - NIL

(b) Remained unpaid or unclaimed as at the end of the year- NIL

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved

(i) At the beginning of the year - NIL

(ii) Maximum during the year- NIL

(iii) At the end of the year- NIL

27.1 Details of Deposits which are not in compliance with the requirements of Chapter V of Companies Act, 2013:

The Company has not accepted any deposits from the public and as such there were no deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013.

28. Significant and material orders passed by the regulators:

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

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

No of complaints received: Nil.

No of complaints disposed off: Nil.

30. Corporate Governance:

As a listed Company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchanges. Report on the Corporate Governance together with a certificate on compliance of Corporate Governance by Independent Auditors forms part of this Report.

31. Management Discussion & Analysis:

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

32. Whistle Blower Policy:

The Company established Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The details are reported in the Report on Corporate Governance which forms part of this Report.

33. Remuneration of Directors:

The details of the remuneration paid to Sri A. Indra Kumar, Chairman and Managing Director and Sri C. Ramachandra Rao, Joint Managing Director are as under: (Rs. in Lacs)

A. Indra Kumar C. Ramachandra Rao

Pay 137.09 96.00

Exgratia 17.14 12.00

Perks 2.21 -

PF. Contribution 10.28 7.20

Super Annuation 11.04 9.25

Commission on Profits 786.16 589.62

Total : 963.92 714.07

34. Human Resources :

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attracting, retaining and development of talent on an ongoing basis. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.

35. Particulars of Employees :

The statement containing particulars of employees as required under section 197(12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 indicating (i) the ratio of remuneration of each director to the median employees remuneration and other details and (ii) statement showing the details of employees who are in receipt of remuneration of Rs.5,00,000 or more are given in the Annexure-5 forming part of this report.

Acknowledgments :

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for co-operation extended by the Governmental Agencies, Shareholders and Banks from time to time. Your Directors also place on record their appreciation for the contributions made by the employees through their dedication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

For and on behalf of the Board Avanti Feeds Limited

A. Indra Kumar DIN - 00190168 Date : 09.05.2015 Chairman & Managing Director Place : Hyderabad

Mar 31, 2013

To The Shareholders,

The Directors have immense pleasure in presenting their Twentieth Annual Report together with the Audited Accounts for the financial year ended 31st March, 2013. Your company has achieved highest ever turnover of Rs. 64,803.77 lacs and before tax profit of Rs. 4,414.81 lacs and profit after tax of Rs. 3,019.15 lacs for the year.

FINANCIAL PERFORMANCE:

(Rs. in Lacs)

2012-13 2011-12

Profit/(Loss) before Interest, Depreciation & Tax 5,250.52 4,717.86

Interest 337.33 314.44

Depreciation 498.38 400.42

Profit/(Loss) before Tax 4,414.81 4003.00

Provision for Income Tax &

Deferred Tax 1,395.66 1,195.98

Profit/(Loss) after Tax 3,019.15 2,807.02

Add: Balance brought

forward from Previous year 3,749.94 1,929.10

Profit/(Loss) available for

appropriation 6,769.09 4,736.12

APPROPRIATION:

Proposed Dividend on

equity shares 590.40 590.40

Corporate Dividend Tax 100.34 95.78

Transfer to General Reserve 350.00 300.00

Surplus carried to Balance

Sheet 5,728.35 3,749.94

OPERATIONS :

Income 65,061.82 39,676.76

Profit/(Loss) before Tax 4,414.81 4,003.00

FEED DIVISION :

Production (MTs) Shrimp Feed 1,05,422 59,230

Fish Feed 402 3,589

Sales (MTs) Shrimp Feed 1,02,988 59,838

Fish Feed 405 3,647

PROCESSING DIVISION :

Production (MTs) 2713 1,966

Export Sales :

Direct (MTs) 2551 2,102

The profit for the year under consideration i.e. 2012-13, before depreciation, interest and tax is Rs. 5,250.52 lacs as compared to a profit of Rs.4,717.86 lacs in the previous financial year. The profit for the year after tax is Rs.3,019.15 lacs as against a profit of Rs.2,807.02 lacs during the previous financial year.

For the third consecutive year, there was an overall increase in the shrimp culture both in terms of water spread area and stocking density of shrimp culture mainly because of success of Vannamei shrimp culture many farmers converted from Black Tiger shrimp cultivation to Vannamei shrimp cultivation. Remunerative international prices for shrimps has also encouraged new farmers in taking up the shrimp cultivation. Your directors are glad to inform that your company''s Shrimp Feed sales grew by 72%. Your Company''s high quality of shrimp feed and technical support to the farmers by educating them with best culture practices has made our feed one of the most preferred by the farmers. The year 2012-13 ended with shrimp feed sales at 1,02,988 MT, an increase of 43,150 MT as compared to previous financial year .

The shrimp processing and export division sales recorded export of 2551 MT as against 2102 MT in the previous year, registering an increase of 21%. During the first quarter of the year under consideration, renovation of processing plant was undertaken and higher capacity IQF machine was installed and commissioned.

The four windmills of your Company located in Karnataka State with a total capacity of 3.2 MW have generated 62.14 lac units as against 64.65 lac units generated during the previous year and power generated was sold to Karnataka Power Transmission Corporation Limited under PPA.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Re.6.50 per equity share of Rs.10/- each for the financial year 2012-13 aggregating to Rs.590.40 lacs on 90,83,042 equity shares. The dividend if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose name appears on the register of members of the Company on 22nd of July,2013.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES:

In accordance with the general circular No.2/2011 and Notification No. 51/12/2007-CL-III issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company is not attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

DIRECTORS:

During the year under review, Mrs. C. Mariamma, nominee of APIDC was appointed as a Director in place of Mr. M. Venkateswara Rao on 18.08.2012 as per APIDC''s letter dt.16/17.08.2012. Subsequently Mrs. Anita Rajendra, IAS was appointed as a Director in place of Mrs. C. Mariamma on 25.05.2013 as per APIDC''s letter dt. 10.05.2013.

In terms of Article 105 and 106 of the Articles of Association of the Company, Mr. M.S.P. Rao and Mr. K.Ramamohana Rao retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Ordinary resolutions to that effect is propounded for the consideration and passing by the shareholders in ensuing AGM.

AUDITORS:

The Auditors M/s. Karvy & Co., Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. Members are requested to consider their reappointment for the financial year ending 31st March, 2014 on a remuneration to be decided by the Board of Directors.

COST AUDIT:

In pursuance of Section 233(B) of the Companies Act and Notification dated 3rd June, 2011 of Ministry of Corporate Affairs, the Board of Directors have appointed M/s Sagar Associates, Chartered Accountants, Hyderabad to certify the compliance report in respect of the cost records for the year 2011-12. The cost Audit compliance report for the year ended 31st Mach, 2012 duly certified by the cost accountant was filed with the Central Government within the stipulated time. The cost auditors (represented by Sri E. Vidyasagar) attended the Audit Committee Meeting where cost audit compliance report was discussed.

The Board of Directors appointed M/s Sagar Associates, Cost Accountants, Hyderabad as Cost auditors to carry out the Audit of cost accounts of the company for the year 2012-13. The due date for filing the Cost Audit Report for the financial year 2012-13 is September, 30, 2013.

PARTICULARS OF EMPLOYEES:

A statement containing the particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is furnished in Annexure - 1.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The details regarding conservation of energy, research and development, technology absorption, foreign earnings and outgo are furnished at Annexure - 2 pursuant to the provisions of Sec.217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1998.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors hereby confirm and declare that:

(a) in the preparation of Annual Accounts, the applicable accounting standards have been followed;

(b) the accounting policies are consistently applied and reasonable, prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profits of the Company for that period ;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(d) the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE:

As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchanges, report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their gratitude and appreciation for co-operation extended by the Governmental Agencies, Shareholders and Banks from time to time. Your directors also place on record their appreciation for the contributions made by the employees through their dedication, hard work and commitment.Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

for and on behalf of the Board

Place: Hyderabad A. Indra Kumar C. Ramachandra Rao

Date : 25.05.2013 Managing Director Joint Managing Director &

Company Secretary

Mar 31, 2012

The Directors have immense pleasure in presenting Company's Nineteenth Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012. Your company has achieved highest ever turnover of Rs. 39,341.48 lacs and before tax profit at Rs. 4,003.00 lacs and profit after tax at Rs.2,807.02 lacs for the year.

FINANCIALPERFORMANCE:

(Rs. in Lacs)

2011-12 2010-11

Profit/(Loss) before Interest, Depreciation & Tax 4,810.32 1,238.59

Interest 406.90 439.22

Depreciation 400.42 288.23

Profit/(Loss) before Tax 4,003.00 511.14

Provision for Income Tax & Deferred Tax 1,195.98 169.34

Profit/(Loss) after Tax 2,807.02 341.80

Add: Balance brought forward from Previous year 1,929.10 1,682.73

Profit/(Loss) available for appropriation 4,736.12 2,024.53

APPROPRIATION:

Proposed Dividend on equity shares 590.40 80.00

Corporate Dividend Tax 95.78 12.98

Transfer to General Reserve 300.00 30.00

Surplus carried to Balance Sheet 3,749.94 1,901.55

OPERATIONS :

Income 39,676.76 21,169.66

Profit/(Loss) before Tax 4,003.00 511.14

FEEDDIVISION :

Production (Mts)

Shrimp Feed 59,229.65 27,033.37

Fish Feed 3,589.05 10,097.80

Sales (Mts)

Shrimp Feed 59,837.64 26,641.73

Fish Feed 3,646.95 10,066.95

PROCESSING DIVISION :

Production (MTs) 1,966.44 1,449.90

Export Sales :

Direct (MTs) 2,101.93 1,327.00

The profit for the year under consideration i.e. 2011-12, before depreciation, finance charges and tax is Rs.4,810.32 lacs as compared to a profit of Rs. 1,238.59 lacs in the previous financial year. The profit for the year after tax is Rs. 2,807.02 lacs as against a profit of Rs.341.80 lacs during the previous financial year.

For the second consecutive year there was overall increase in the shrimp culture both in terms of water spread area and density of culture by around 25% mainly because of success of Vannamei shrimp culture many farmers converted from Black Tiger shrimp cultivation to Vannamei shrimp cultivation The improvement in the international prices for shrimps has also encouraged new farmers in taking up the shrimp cultivation. Your directors are glad to inform you that as against the estimated shrimp culture growth of 25%, your company's Shrimp Feed sales grew by 125%. Your Company's high quality of shrimp feed and technical support to the farmers by educating them with best culture practices, has made our feed the most preferred by the farmers. The year 2011-12 ended with shrimp feed sales at 59,838 MT, an increase of 33,196 MT as compared to previous financial year.

The shrimp processing and export division sales recorded export of 2,102 MT, an increase of 775 MT as compared to previous financial year. The demand for shrimp in international markets is slowly improving with slow and steady economic recovery in USA.

The four windmills of your company located in Karnataka State with a total capacity of 3.2 MW have generated 64.65 lac units and power generated was sold to Bengalore Electricity Supply Company Limited under PPA.

AMALGAMATION OF AVANTI THAI AQUA FEEDS PRIVATE LIMITED WITH THE COMPANY

Your Directors are happy to inform you that the amalgamation process of Avanti Thai Aqua Feeds Private Limited (a subsidary), with the Company, for which shareholders gave their unanimous approval at the EGM held on 21st January 2012 has been completed with the Hon'ble High Court of Andhra Pradesh approving the scheme and subsequent effect of the amalgamation by ROC in their records.

DIVIDEND:

Your Directors are pleased to recommend dividend of Re.6.50 per equity share of Rs.10/- each for the financial year 2011-12 aggregating to Rs.590.40 lacs on 90,83,042 equity shares. The dividend if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose name appear on the register of members of the Company on 13th August 2012.

CONSOLIDATEDFINANCIALSTATEMENTS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES:

In accordance with the general circular No.2/2011 and Notification No. 51/12/2007-CL-III issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, statement of Profit and Loss and other documents of the subsidiary company is not attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

DIRECTORS:

In terms of Article 105 and 106 of the Articles of Association of the Company, Mr. B.V.Kumar and Mr. A.V Achar retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. An ordinary resolution to that effect is propounded for the consideration and passing by the shareholders in ensuing AGM.

Board of Directors in their meeting held on 14.07.2012 appointed Mr. Wai Yat Paco Lee as an Additional Director, a nominee of Thai Union Frozen Products PCL. Mr. Wai Yat Paco Lee was also a director in the amalgamated company M/S Avanti Thai Aqua Feeds Private Limited. As per the provisions of the Section 260 of the Companies Act, 1956 he holds office up to the date of ensuing Annual General Meeting. An ordinary resolution for his appointment as Director of the Company is propounded for the consideration and passing by the Shareholders in the ensuing AGM.

AUDITORS:

The Auditors M/s. Karvy & Co., Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. Members are requested to consider their reappointment for the financial year ending 31st March, 2013 on remuneration to be decided by the Board of Directors.

COST AUDIT:

Complying with the provisions of Section 233 (B) of the Companies Act, 1956 and Ministry of Corporate Affairs Notification dated 3rd June, 2011, the Board of Directors have appointed M/S Sagar & Associates,

Cost Accountants, Hyderabad to carry out Audit of the Cost Accounts Of the Processing and Export Division of the Company for the year 2012-13 and the cost audit report will be submitted to the Ministry of Corporate Affairs, Government of India.

PARTICULARS OF EMPLOYEES:

A statement containing the particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is furnished in Annexure -1.

CONSERVATION OF ENERGY, TECHNOLOGYAND FOREIGN EXCHANGE:

The details regarding conservation of energy, research and development, technology absorption, foreign earnings and outgo are furnished at Annexure - 2 pursuant to the provisions of Sec.217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1998.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors hereby confirm and declare that:

(a) in the preparation of Annual Accounts, the applicable accounting standards have been followed ;

(b) the accounting policies are consistently applied and reasonable, Prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profits of the Company for that period ;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE:

As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchanges, report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their gratitude and appreciation for co-operation extended by the Governmental Agencies, Shareholders and Banks from time to time. Your directors also place on record their appreciation for the contributions made by the employees through their dedication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

for and on behalf of the Board

Place: Hyderabad A. Indra Kumar C. Ramachandra Rao

Date : 14.07.2012 Managing Director Joint Managing Director & Company Secretary

Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting their Eighteenth Annual Report together with the Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL PERFORMANCE:

(Rs. in Lacs)

2010-11 2009-10 Profit/(Loss) before Interest, Depreciation & Tax 1,238.58 363.47

Interest 439.22 312.74

Depreciation 288.22 278.27

Profit/(Loss) before Tax 511.14 (227.54)

Provision for Income Tax & Deferred Tax 169.34 (108.82)

Profit/(Loss) after Tax 341.80 (119.52) Add: Balance brought forward from Previous year 1,682.73 1,802.25

Profit/(Loss) available for appropriation 2,024.53 1,682.73

APPROPRIATION:

Proposed Dividend on equity shares 80.00 -

Corporate Dividend Tax 12.98 -

Transfer to General Reserve 30.00 -

Surplus carried to Balance Sheet 1,901.55 1,682.73

OPERATIONS :

Income 21,169.66 10,222.59

Profit/(Loss) before Tax 511.14 (227.54)

FEED DIVISION : Production (Mts)

Shrimp Feed 27,033.37 10,390.70

Fish Feed 10,097.80 5,538.55

Sales (Mts)

Shrimp Feed 26,641.73 10,474.68

Fish Feed 10,066.95 5,508.75

PROCESSING DIVISION :

Production (Mts) 1,449.90 963.99

Export Sales :

Direct (MTs) 1,327.00 935.92

The profit for the year under consideration i.e. 2010-11, before depreciation, finance charges and tax is Rs.1238.58 lacs as compared to a profit of Rs. 363.47 lacs in the previous financial year. The profit for the year after tax is Rs. 341.80 lacs as against a Loss of Rs.119.52 lacs during the previous financial year.

The Shrimp Feed sales increased by 16,167 MT as compared to previous financial year. The sale of Fish Feed also increased by 4,559 MT as compared to previous year. There is overall recovery in the shrimp culture because of farmers going for Vanamei culture and also the culture area has increased as compared to previous year.

The shrimp processing and export division sales also recorded increase of 391 MT as compared to previous financial year. The demand for shrimp in international markets has increased with the wearing off of recessionary pressures. However, the margins are still under pressure.

The four windmills in Karnataka State with a total capacity of 3.2 MW have generated 51.11 lacs units and power generated was sold to Karnataka Power Transmission Corporation Limited under PPA.

DIVIDEND

Your Directors are pleased to recommend dividend of Re.1/- per equity share of Rs.10/- each for the financial year 2010-11 aggregating to Rs. 80 lacs on 80,00,000 equity shares. The dividend if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose name appear on the register of members of the Company on 29th of July, 2011.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Details of major subsidiaries of the Company are covered in Management's Discussion and Analysis Report forming part of the Annual Report.

DIRECTORS

In terms of Article 105 and 106 of the Articles of Association of the Company Mr. N. Ram Prasad and Mr. K. Rama Mohan Rao retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. An ordinary resolution to that effect is propounded for the consideration and passing by the shareholders in ensuing AGM.

AUDITORS

The Auditors M/s. Karvy & Co., Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. Members are requested to consider their reappointment for the financial year ending 31st March, 2012 on remuneration to be decided by the Board of Directors.

PARTICULARS OF EMPLOYEES

A statement containing the particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is furnished in Annexure - 1.

SHRIMP FEED PLANT IN GUJARAT

As discussed in previous Annual Report, your company is setting up a shrimp feed manufacturing plant at Village Balda, Dist. Valead in Gujarat State with Thai Union Frozen Products Public Co. Limited., Thailand (TUF) in 51:49 equity participation. The major part of project work is completed and it is expected to start commercial production by mid July'11, two months ahead of the completion as envisaged while commencing the project work. All the necessary statutory approvals for the project are obtained.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The details regarding conservation of energy, research and development, technology absorption, foreign earnings and outgo are furnished at Annexure - 2 pursuant to the provisions of Sec.217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1998.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm and declare that:

(a) in the preparation of Annual Accounts, the applicable accounting standards have been followed;

(b) the accounting policies are consistently applied and reasonable, prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period ;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(d) the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE:

As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their gratitude and appreciation for co-operation extended by the Governmental Agencies, Shareholders and Banks from time to time. Your directors also place on record their appreciation for the contributions made by the employees through their dedication, hard work and committment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

for and on behalf of the Board

A. Indra Kumar C. Ramachandra Rao Managing Director Joint Managing Director & Company Secretary

Place: Hyderabad Date : 21.05.2011

Mar 31, 2010

The Directors have pleasure in presenting their Seventeenth Annual Report together with the Audited Accounts for the financial year ended 31st March,2010.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs) 2009-2010 2008-2009

Profit/(Loss) before Interest,

Depreciation & Tax 363.47 (46.52)

Interest 312.74 709.14

Depreciation 278.27 334.15

ProfitALoss) before Tax (227.54) (996.78)

Provision for Income Tax & Deferred Tax Credit 108.02 293.78

ProfitALoss) after Tax (119.52) (703.00)

Add: Balance brought forward from Previous year 1,802.25 2,505.25 Profit & Loss) available for appropriation & carried 1,682.73 1,802.25 to Balance Sheet

OPERATIONS :

Income 10,222.59 7,358.87

Profit & Loss before Tax (227.54) (996.78)

FEED DIVISION :

Production (MTs)

Shrimp Feed 10,390.70 9,168.56

Fish Feed 5,538.55 4,813.60

Sales (MTs)

Shrimp Feed 10,474.68 9,155.30

Fish Feed 5,508.75 4,895.65

PROCESSING DIVISION :

Production (MTs) 963.99 669.60

Export Sales :

Direct (MTs) 935.93 757.76

The profit for the year under consideration i.e. 2009-10, before depreciation, finance charges and tax is Rs.363.47 lakhs as compared to a Loss of Rs. 46.52 lakhs in the previous financial year. The loss for the year after tax is Rs.119.52 lakhs as against a Loss of Rs.703 lakhs during the previous financial year.

The Shrimp Feed sales marginally increased by 1319 MT as compared to previous financial year. The sale of Fish Feed also marginally increased by 613 MT as compared to previous year. There are signs of recovery in the shrimp culture and there is small increase in culture area as compared to previous year. Also in the current year company sold more premium feed as compared to previous year.

The shrimp processing and export division sales also recorded increase of 1 78 MT as compared to previous financial year. As the effects of recession are wearing off, the international market is improving and as a first sign the imports of shrimp by USA & Europe are increasing, however, the margins are still under pressure.

The four windmills in Karnataka State with a total capacity of 3.2 MW are generated 62.07 lac units and power generated was sold to Karnataka Power Transmission Corporation Limited under PPA.

DIVIDEND:

Your Directors are not recommending any dividend for the year keeping in view the loss suffered by the company during the year.

DIRECTORS:

In terms of Article 105 and 106 of the Articles of Association of the Company Mr.A.V.Achar and Mr.M.S.P. Rao retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. An ordinary resolution to that effect is propounded for the consideration and passing by the shareholders in ensuing AGM.

AUDITORS:

The Auditors M/s. Karvy & Co., Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. Members are requested to consider their reappointment for the financial year ending 31st March, 2011 on remuneration to be decided by the Board of Directors.

PARTICULARS OF EMPLOYEES:

A statement containing the particulars of employees as required under section 21 7 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is furnished in Annexure - 1.

SHRIMP FEED PLANT IN GUJARAT

As discussed in the previous year Annual Report, your company has invested in Avanti Thai Aqua Feeds (P) Limited, a special purpose vehicle to set up a shrimp feed manufacturing plant in Gujarat along with Thai Union Frozen Products Public Co Ltd., Thailand (TUF) in 50:50 equity participation. The land for the proposed plant has already been acquired at Village Balda, Dist. Valsad and the legal procedures for conversion of land to industrial usage and other statutory approvals are in progress and the project implementation work is planned to commence in July10 and finish by September11.

HATCHERY FOR VANNAMEI

In the previous year Annual Report it was intimated to you that your Company has planned to invest in a Joint Venture company with Mr.Anil George, a well known hatchery owner & operator in the ratio of 51:49 to set up a Vannamei shrimp hatchery for which TUF would extend technical support. The venture could not progress as there was shortage of good seed in international market. It is planned to start the hatchery in the current year and the first batch of seed will arrive in September10.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The details regarding conservation of energy, research and development, technology absorption, foreign earnings and outgo are furnished at Annexure - 2 pursuant to the provisions of Sec.21 7 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1998.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors hereby confirm and declare that:

(a) in the preparation of Annual Accounts, the applicable accounting standards have been followed ;

(b) the accounting policies are consistently applied and reasonable, prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Losses of the Company for that period ;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(d) the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE:

As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchanges a report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their gratitude and appreciation for co-operation extended by the Governmental Agencies, Financial Institutions, Shareholders and Banks from time to time. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

For and on behalf of the Board

Place: Hyderabad A.Indra Kumar

Date : 27.05.2010 Managing Director

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