Directors Report of Venky's (India) Ltd.
Mar 31, 2018
The Shareholders,
The Directors have pleasure in presenting the Forty Second Annual Report and audited financial statements for the financial year ended 31st March 2018.
FINANCIAL RESULTS
(Rs. in Crores)
|
Description |
2017-18 |
2016-17 |
|
Revenue from Operations (Net) |
2,688.81 |
2,475.58 |
|
Operating Expenditure |
2,300.07 |
2,198.21 |
|
Depreciation |
28.13 |
28.50 |
|
Operating Profit |
360.61 |
248.87 |
|
Finance Costs |
49.87 |
77.07 |
|
Other Income |
26.22 |
34.10 |
|
Profit Before Tax |
336.96 |
205.90 |
|
Provision for Tax |
117.28 |
73.63 |
|
Tax adjustment in respect of earlier years |
19.96 |
7.52 |
|
Profit for the year |
199.71 |
124.74 |
|
Amount available for appropriation |
368.76 |
196.97 |
|
Appropriations: |
||
|
Transfer to General Reserve |
50.00 |
20.00 |
|
Dividend |
8.45 |
7.04 |
|
Dividend Distribution Tax |
1.72 |
1.43 |
|
Net Surplus in the Statement of |
308.58 |
168.49 |
|
Profit and Loss |
OPERATIONS
The Company has registered a sales turnover of Rs.2688.81 Crores for the year ended 31st March, 2018 as compared to Rs.2,475.58 Crores in the previous year - showing an increase of 8.6%. Profit before tax was Rs.336.96 Crores as compared to Rs.205.90 Crores in the previous year - an increase of 63.7%.
During the financial year 2017-18, the poultry and poultry products segment achieved improved performance due to higher realizations. Performance of animal health products segment was also better as compared to the previous year. Performance of the oilseed segment was satisfactory.
DIVIDEND
Your Directors recommend a dividend of Rs.8.00 per equity share (80%) for the year ended 31st March, 2018 as against Rs.6.00 per equity share in the previous year. The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs.11.27 Crores (previous year Rs.8.45 Crores) plus taxes.
The Board of Directors of the Company has approved a Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy aims to provide a balance between rewarding the Companyâs shareholders and retaining earnings for the Companyâs growth. The policy is available on the Companyâs website: www.venkys.com.
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis Report given in Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE REPORT
As per the requirements of Regulation 34(3) read with Clause C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance along with the certificate issued by Company Secretary in Whole-Time Practice thereupon is given in Annexure-B which forms part of this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 of the Companies Act, 2013 extract of the Annual Return in Form MGT-9 is annexed to this report as Annexure C and forms part of this report.
MEETINGS OF BOARD
During the year 2017-18, 6 (Six) meetings of the Board of Directors were held on the following dates:
1) 22nd May, 2017, 2) 7th June, 2017, 3) 10th August, 2017, 4) 25th October, 2017, 5) 9th November, 2017, 6) 7th February, 2018.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors declare that :
1. the accounts for the year ended 31st March, 2018 have been prepared by following applicable accounting standards;
2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2018 and of the profit of the Company for that year;
3. proper care has been taken for the maintenance of adequate records for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
4. the accounts for the year ended 31st March, 2018 have been prepared on a going concern basis;
5. internal financial controls to be followed by the company are laid down and that such internal financial controls are adequate and are operating effectively; and
6. proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
BOARD OF DIRECTORS AND THEIR COMMITTEES
a. Changes in the Composition of Board of Directors.
As per the provisions of Companies Act, 2013 and Articles of Association of the Company, Mrs. Anuradha J. Desai, Director is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment.
The Board of Directors in their meeting held on 25th October, 2017 re-appointed Mr. B. Balaji Rao as Managing Director of the Company for a period of 5 years w.e.f. 1st November, 2017.
A brief profile of the above directors is given in the Corporate Governance Report annexed to this report.
Mr. C. Jagapati Rao has tendered his resignation from the post of Director which was approved at the meeting of Board of Directors held on 7th June, 2017.
Apart from the above, there is no change in the Board of Directors of the Company.
b. Declaration from Independent Directors: Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under sub section 6 of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
c. Policy relating to the remuneration for directors, key management personnel & other employees. The Companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in sub section 3 of Section 178 of Companies Act, 2013 is available on the website of the Company at http://www.venkys.com/ Policy_on_Remuneration_of_Director,_KMP_etc.pdf
d. Annual evaluation by the Board of its own performance and that of its Committees.
The board annually performs the evaluation of its own performance, the Committees of the Board and that of individual directors. While carrying out such evaluation various aspects relating to the Board functioning such as adequacy of composition, level of diversity of the Board, execution of specific duties, governance etc. are considered. The same mechanism is applied while evaluating the performance of the Committees of the Board and additionally the fulfillment of duties and scope as stipulated by the Companies Act, 2013, and SeBi (Listing Obligations and Disclosure Requirements) Regulations, 2015 is considered.
The performance evaluation of individual directors is carried considering factors like execution of specific assignments, effective contribution to the Board discussions and decisions, independence of judgment and steps taken towards proper governance of business and safeguarding interest of stakeholders.
e. Familiarisation Programme of Independent Directors
The Company at selected intervals takes steps to familiarise its independent directors about their roles, rights and responsibilities. The details of such programme is available on the website of the Company at http://www.venkys.com/ Familiarisation_Programme_for_ID.pdf
f. Audit Committee
The Company has already formed Audit Committee as per as Section 177 of the Companies Act, 2013. Details of such committee is given in the Corporate Governance Report which is annexed and forms part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans, guarantees or made investments which fall under the purview of Section 186 of the Companies Act, 2013.
RISK MANAGEMENT
The Company has in place a risk management plan devised by the Board and focuses on three key elements i.e. Risk Assessment, Risk Management and Risk Monitoring. The Board therefore identifies elements of risk, focus on mitigating the risk as per the plan and monitor the same post execution.
CORPORATE SOCIAL RESPONSIBILITY
VH Group and in particular Venkyâs (India) Limited has been historically doing CSR activities concentrated on educational and medical services for the uplifment of the society. Your company has pursuant to Section 135 of the Companies Act, 2013 formed a CSR Committee. The Annual Report on CSR for the F.Y. 2017-18 is appended as Annexure D to this report. The policy on CSR is available on the website of the company at http:// www.venkys.com/CSR_Policy.pdf.
INTERNAL FINANCIAL CONTROLS
The internal control system is designed to ensure that all the financial and other records are reliable for preparing financial statements and for maintaining accountability of the assets. The Company has a proper and adequate system of internal controls.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your company has established a Vigil Mechanism as per the provisions of the Companies Act, 2013 for the directors and employees to report genuine concerns. The Audit Committee is in-charge of this function. The details of vigil mechanism are available on the website of the Company at http:// www.venkys.com/VIGIL_MECHAHISM.pdf.
DEPOSITS
During the year under review the Company has neither accepted any deposits under Chapter V of the Companies Act, 2013 nor did any such deposits remain unpaid or unclaimed.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, contracts or arrangements entered into by the Company with Related Parties have been done at armâs length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related Party disclosures as per AS -18 have been provided in Note no. 13 to the Financial Statements.
ACCOUNTS
The accounts read with the notes thereon are self-explanatory and hence do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery, stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The relevant information and the details of employee whose remuneration is required to be disclosed in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 appended to this Report as Annexure E.
AUDITORS
M/s. B. D. Jokhakar & Co., Chartered Accountants were appointed as Statutory Auditors of the Company in 41st Annual General Meeting of the Company and their appointment is liable for ratification in the ensuing Annual General Meeting.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and allied rules thereof, the Board of Directors has re-appointed Mr. P. L. Shettigar, Practicing Company Secretary as Secretarial Auditor for conducting the audit for the financial year 2018-19. The Secretarial Audit report for financial year ended 2017-18 issued by Mr. Shettigar is appended as Annexure F and forms part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014 the Company has appointed M/s. Joshi Apte & Associates, Pune as Cost Auditors of the Company for conducting cost audit for the financial year 2018-19. Further, as per sub section (3) of Section 148 of the Companies Act, 2013 the remuneration decided between the Board of Directors and Cost Auditor is put before the members for their ratification in the ensuing Annual General Meeting. The Cost Audit for the financial year ended 31st March, 2018 is under process and the Company will submit the Cost Auditorsâ Report to the Central Government in time.
BUSINESS RESPONSIBILITY REPORT
Based on the market capitalization as on 31st March, 2018, your Company is now in the Top 500 Listed Companies in India. Hence, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 the Business Responsibility Report describing the initiatives taken by the Company forms part of the Annual Report.
INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.
A. Conservation of Energy
The operations of the Company are not very power intensive. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economizing on the use of power at the farms, hatchery and offices. The Company has installed state-of-the-art hatchers and setters at its hatcheries.
B. Technology Absorption
1. Research and Development (R & D)
a) Specific areas: R & D activities of the Company are concentrated in the areas of developing wider application of Specific Pathogen Free (SPF) eggs and application of various breeder management techniques to improve productivity and increase feed efficiency.
b) Benefits derived: Wider acceptance of SPF eggs in the manufacture of human and livestock vaccines in India and higher production and increased feed efficiency of breeders.
c) Plan of action: Further promotion of SPF eggs applications in the biological industry.
d) Expenditure on R & D: The expenditure incurred by the Company during the year on Research and Development was Rs.140.48 Lakhs.
2. Technology Absorption, Adaptation and Innovation
a) Efforts made : The Company maintains continuous interaction with Charles River Laboratories Inc. (formerly SPAFAS Inc.), U.S.A. for absorption of technology.
b) Benefits:
i. Development of new application
ii. Savings in foreign exchange through import substitution.
c) Technology Imported: SPF egg production and Reagent production technologies were imported from Charles River Laboratories Inc. The benefit of the ongoing research by them in the said technologies is being derived by the Company through continued association with them.
C. Foreign Exchange Earnings and Outgo
1. Efforts have been made to increase exports of hatching eggs and SPF eggs.
2. Earnings and outgo:
a. Foreign exchange earnings (FOB): Rs.621.76 Lakhs
b. Foreign exchange outgo: Rs.639.24 Lakhs
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent services of the employees at all the levels. The Company also expresses its thanks to its shareholders, bankers, Central and State Governments and district level authorities, Stock Exchanges, dealers and customers of the Company for their valued support.
For and on behalf of the Board of Directors
Pune Anuradha J. Desai
May 03, 2018 Chairperson
Mar 31, 2017
The Shareholders,
The Directors have pleasure in presenting the Forty First Annual Report and audited financial statements for the financial year ended 31st March 2017.
FINANCIAL RESULTS
(Rs. in Lakhs)
|
^Description |
2016-17 |
2015-16 |
|
Revenue from Operations (Net) |
247,557.86 |
212,696.34 |
|
Operating Expenditure |
219,820.93 |
199,020.32 |
|
Depreciation |
2,849.66 |
2,988.10 |
|
Operating Profit |
24,887.27 |
10,687.92 |
|
Finance Costs |
7,707.04 |
8,544.92 |
|
Other Income |
3,409.59 |
3,262.16 |
|
Profit Before Tax |
20,589.82 |
5,405.16 |
|
Provision for Tax |
7,362.95 |
1,582.15 |
|
Tax adjustment in respect of earlier years |
752.40 |
- |
|
Profit for the year |
12,474.47 |
3,823.01 |
|
Amount available for appropriation |
19,697.12 |
10,058.45 |
|
Appropriations : |
||
|
Transfer to General Reserve |
2,000.00 |
2,000.00 |
|
Proposed Dividend |
704.37 |
469.58 |
|
Dividend Distribution Tax |
143.39 |
95.60 |
|
Net Surplus in the Statement of |
16,849.36 |
7,493.27 |
|
Profit and Loss |
OPERATIONS
The Company achieved a sales turnover of Rs.2,47,558 lakhs for the year ended 31st March, 2017 as compared to Rs.2,12,696 lakhs in the previous year - registering an increase of 16.40%. Profit before tax was at Rs.20,590 lakhs as compared to Rs.5,405 lakhs in the previous year - an increase of 281%.
During the financial year 2016-17, the Poultry and Poultry Products Segment reported better performance due to improved realizations. Performance of Animal Health Products Segment was better as compared to the previous year. Performance of the Oilseed Segment was also better as compared to the previous year due to higher capacity utilization supported by better realizations.
DIVIDEND
Your Directors recommend a dividend of Rs.6.00 per equity share (60%) for the year ended 31st March, 2017 (Rs.5.00 per equity share in the previous year). The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs.845 lakhs (previous year Rs.704 lakhs) plus taxes.
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis Report given in Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE REPORT
As per the requirements of Regulation 34(3) read with Clause C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance along with the certificate issued by Company Secretary in Whole-Time Practice thereupon is given in Annexure-B which forms part of this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 of the Companies Act, 2013 extract of the Annual Return in Form MGT-9 is annexed to this report as Annexure C and forms part of this report.
MEETINGS OF BOARD
During the year 2016-17, 6 (Six) meetings of the Board of Directors were held on the following dates:
1) 27th May, 2016, 2) 8th September, 2016,
3) 6th December, 2016, 4) 9th February, 2017, 5) 16th February, 2017, 6) 16th March, 2017.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors declare that :
1. the accounts for the year ended 31st March, 2017 have been prepared by following applicable accounting standards;
2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2017 and of the profit of the Company for that year;
3. proper care has been taken for the maintenance of adequate records for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
4. the accounts for the year ended 31st March, 2017 have been prepared on a going concern basis;
5. internal financial controls to be followed by the company are laid down and that such internal financial controls are adequate and are operating effectively; and
6. proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
BOARD OF DIRECTORS & THEIR COMMITTEES
a. Changes in the Composition of Board of Directors.
As per the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Jitendra M. Desai, Director is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. A brief profile of the retiring director is given in the Corporate Governance Report annexed to this report.
Apart from the above, there is no change in the Board of Directors of the Company.
b. Declaration from Independent Directors:
Pursuant to Section 149(7) of the Companies Act, 201 3, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under sub section 6 of Section 149 of the Companies Act, 2013 and Regulation 1 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
c. Policy relating to the remuneration for directors, key management personnel & other employees.
The Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in sub section 3 of Section 1 78 is available on the website of the Company at http://www.venkys.com/ Policy_on_Remuneration_of_Director,_KMP_etc.pdf
d. Annual evaluation by the Board of its own performance and that of its Committees.
The board annually performs the evaluation of its own performance, the Committees of the Board and that of individual directors. While carrying out such evaluation various aspects relating to the Board functioning such as adequacy of composition, level of diversity of the Board, execution of specific duties, governance etc. are considered. The same mechanism is applied while evaluating the performance of the Committees of the Board and additionally the fulfillment of duties and scope as stipulated by the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is considered.
The performance evaluation of individual directors is carried considering factors like execution of specific assignments, effective contribution to the Board discussions and decisions, independence of judgment and steps taken towards proper governance of business and safeguarding interest of stakeholders.
e. Familiarization Programme of Independent Directors
The Company at selected intervals takes steps to familiarize its independent directors about their roles, rights and responsibilities. The details of such programme is available on the website of the Company at http://www.venkys.com/ Familiarisation_Programme_for_ID.pdf
f. Audit Committee
The Company has already formed Audit Committee as per Section 177 of the Companies Act, 2013. Details of such committee is given in the Corporate Governance Report which is annexed and forms part of this Report.
CHANGE IN CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
The Board in their meeting held on 16 February, 2017 has accepted the resignation of Mr. A. G. Bauskar, CFO and CS of the Company and he has ceased to be in those positions from 31st March, 2017. The Board has appointed Mr. J. K. Handa as Chief Financial Officer and Mr. Rohan Bhagwat as Company Secretary of the Company with effect from 1st April, 2017.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans, guarantees or made investments which fall under the purview of Section 186 of the Companies Act, 2013.
RISK MANAGEMENT
The Company has in place a risk management plan devised by the Board and focuses on three key elements i.e. Risk Assessment, Risk Management and Risk Monitoring. The Board therefore identifies elements of risk, focus on mitigating the risk as per the plan and monitor the same post execution.
CORPORATE SOCIAL RESPONSIBILITY
VH Group and in particular Venky''s (India) Limited has been historically doing CSR activities concentrated on educational and medical services for the uplifment of the society. Your company has pursuant to Section 135 of the Companies Act, 2013 formed a CSR Committee. The Annual Report on CSR for the F.Y. 2016-17 is appended as Annexure D to this report. The policy on CSR is available on the website of the company at http://www.venkys.com/CSR_Policy.pdf.
INTERNAL FINANCIAL CONTROLS
The internal control system is designed to ensure that all the financial and other records are reliable for preparing financial statements and for maintaining accountability of the assets. The Company has a proper and adequate system of internal controls.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your company has established a Vigil Mechanism as per the provisions of the Companies Act, 2013 for the directors and employees to report genuine concerns. The Audit Committee is in-charge of this function. The details of vigil mechanism are available on the website of the Company at http://www.venkys.com/VIGIL_MECHAHISM.pdf.
DEPOSITS
During the year under review the Company has neither accepted any deposits under Chapter V of the Companies Act, 2013 nor did any such deposits remain unpaid or unclaimed.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related Party disclosures as per AS -18 have been provided in Note no. 10 to the Financial Statements.
ACCOUNTS
The accounts read with the notes thereon are self-explanatory and hence do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery, stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The relevant information and the details of employee whose remuneration is required to be disclosed in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is appended to this Report as Annexure E.
AUDITORS
As per provisions of the Companies Act, 2013 it is mandatory for the Company to rotate auditors of the Company after the expiry of two terms of consecutive five years. Further, the rules had laid down transitional period for existing auditors who have already completed the above term before the Companies Act, 2013 became effective. In that regards, M/s. Sudit K. Parekh & Co., Chartered Accountants, existing auditors of the Company have completed their term as mentioned above and will be ceased to be auditors of the Company on the date of the ensuing AGM.
On the recommendation of Audit Committee the Board has proposed the appointment of M/s. B D Jokhakar & Co., Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing AGM to the conclusion of sixth consecutive AGM hereof on such remuneration as may be decided by the Board.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and allied rules thereof, the Board of Directors has re-appointed Mr. P. L. Shettigar, Practicing Company Secretary as Secretarial Auditor for conducting the audit for the financial year 2017-18. The Secretarial Audit report for financial year ended 2016-17 issued by Mr. Shettigar is appended as Annexure F and forms part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014 the Company has appointed M/s. Joshi Apte & Associates, Pune as Cost Auditors of the Company for conducting cost audit for the financial year 2017-18. Further, as per sub section (3) of Section 148 of the Companies Act, 2013 the remuneration decided between the Board of Directors and Cost Auditor is put before the members for their ratification in the ensuing Annual General Meeting. The Cost Audit for the financial year ended 31st March, 2017 is under process and the Company will submit the Cost Auditors'' Report to the Central Government in time.
INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.
A. Conservation of Energy
The operations of the Company are not very power intensive. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economizing on the use of power at the farms, hatchery and offices. The Company has installed state-of-the-art hatchers and setters at its hatcheries.
B. Technology Absorption
1. Research and Development (R & D)
a) Specific areas: R & D activities of the Company are concentrated in the areas of developing wider application of Specific Pathogen Free (SPF) eggs and application of various breeder management techniques to improve productivity and increase feed efficiency.
b) Benefits derived: Wider acceptance of SPF eggs in the manufacture of human and livestock vaccines in India and higher production and increased feed efficiency of breeders.
c) Plan of action: Further promotion of SPF eggs applications in the biological industry.
d) Expenditure on R & D: The expenditure incurred by the Company during the year on Research and Development was Rs. 70.62 Lakhs.
2. Technology Absorption, Adaptation and Innovation
a) Efforts made : The Company maintains continuous interaction with Charles River Laboratories Inc. (formerly SPAFAS Inc.), U.S.A. for absorption of technology.
b) Benefits :
i. Development of new application
ii. Savings in foreign exchange through import substitution.
c) Technology Imported : SPF egg production and Reagent production technologies were imported from Charles River Laboratories Inc. The benefit of the ongoing research by them in the said technologies is being derived by the Company through continued association with them.
C. Foreign Exchange Earnings and Outgo
1. Efforts have been made to increase exports
of hatching eggs and SPF eggs.
2. Earnings and outgo:
a. Foreign exchange earnings (FOB): Rs. 1,021.92 lakhs
b. Foreign exchange outgo: Rs. 384.74 lakhs
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent services of the employees at all the levels. The Company also expresses its thanks to its shareholders, bankers, Central and State Governments and district level authorities, Stock Exchanges, dealers and customers of the Company for their valued support.
For and on behalf of the Board of Directors
Pune Anuradha J. Desai
May 22, 2017 Chairperson
Mar 31, 2015
Dear Memers,
The Directors have pleasure in presenting the Thirty Ninth Annual
Report and audited accounts for the financial year ended 31st March
2015.
FINANCIAL SUMMARY
(Rs. in Lacs)
Description 2014-15 2013-14
Revenue from Operations (Net) 1,73,081 1,73,612
Operating Expenditure 1,63,175 1,67,011
Depreciation 3,215 1,924
Operating Profit 6,691 4,677
Finance Costs 7,419 4,260
Exceptional Items 155 1,053
(Depreciation/ Profit on
sale of Fixed Assets)
Other Income 3,345 2,989
Profit Before Tax 2,772 4,517
Provision for Tax 902 1,112
Tax adjustment in respect of  Â
earlier years
Profit for the year 1,870 3,404
Amount available for 6,836 7,515
appropriation
Appropriations :
Transfer to General Reserve 2,000 2,000
Proposed Dividend 470 470
Dividend Distribution Tax 96 80
Net Surplus in the Statement of 4,270 4,966
Profit and Loss
OPERATIONS
For the year ended 31st March, 2015, the Company's sales turnover was
at Rs. 1,73,081 lacs as against Rs. 1,73,612 lacs in the previous year.
The profit before tax stood at Rs. 2,772 lacs as compared to Rs. 4,517
lacs in the previous year. During the year the cost of raw material
like maize and soya deoiled cake was on higher side and realizations
from the sale of grown up broiler birds were on lower side.
During the year under review, the Poultry and Poultry Products Segment
showed improved performance as compared to the previous year.
Performance of the animal health products segment was better as compared
to the previous year. However, the performance of the oilseed segment
was affected due to lower realizations.
EXPANSION
All the expansion programmes of the Company i.e. to augment capacities
in poultry and poultry products segment and setting up a new plant for
processing of soya seeds have been completed during the year under
review. Setting up of Venky's XPRS outlets at various locations is
under way.
DIVIDEND
Your Directors recommend a dividend of Rs. 5.00 per equity share (50%).
The dividend, if approved at the ensuing Annual General Meeting, will
absorb Rs. 470 lacs (previous year Rs. 470 lacs) plus taxes. Your
Directors propose to transfer Rs. 2,000 lacs to the General Reserve.
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been
comprehensively covered in the Management Discussion and Analysis
Report given in Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE REPORT
As per the requirements of Clause 49 of the Listing Agreement a
separate report on Corporate Governance along with the certificate
issued by Company Secretary in Whole-Time Practice thereupon is given
in Annexure-B which forms part of this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 of the Companies Act, 2013 an
extract of the Annual Return in Form MGT-9 is annexed to this report as
Annexure C and forms of this report.
MEETINGS OF BOARD
During the year 2014-15, five meetings of the Board of Directors were
held. The dates on which the said meetings were held are as follows:
1) 12th May, 2014, 2) 29th May, 2014, 3) 11th August, 2014, 4) 12th
November, 2014, 5) 11th February, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors declare that :
1. the accounts for the year ended 31st March, 2015 have been prepared
by following applicable accounting standards;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2015
and of the profit of the Company for that year;
3. proper care has been taken for the maintenance of adequate records
for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities;
4. the accounts for the year ended 31st March, 2015 have been prepared
on a going concern basis;
5. internal financial controls to be followed by the company are laid
down and that such internal financial controls are adequate and are
operating effectively; and
6. proper systems are devised to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
BOARD OF DIRECTORS & THEIR COMMITTEES
a. Changes in the Composition of Board of Directors.
As per the provisions of Companies Act, 2013 and Articles of
Association of the Company, Mrs. Anuradha J. Desai, Director is due for
retirement by rotation at the ensuing Annual General Meeting and, being
eligible, offers herself for reappointment. A brief profile of the
retiring director is given in the Corporate Governance Report annexed
to this report.
Apart from the above, there is no change in the Board of Directors of
the Company.
b. Declaration from Independent Directors:
Pursuant to Section 149(7) of the Companies Act, 201 3, the Company has
received declarations from all the Independent Directors confirming that
they meet the criteria of independence as stipulated under sub section 6
of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
c. Policy relating to the remuneration for directors, key management
personnel & other employees.
The Company's policy on directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided in sub section 3
of Section 178 is available on the website of the Company at
http://www.venkys.com/Policy on Remuneration of Director, KMP etc.pdf
d. Annual evaluation by the Board of its own performance and that of
its Committees.
The board annually performs the evaluation of its own performance, the
Committees of the Board and that of individual directors. While
carrying out such evaluation various aspects relating to the Board
functioning such as adequacy of composition, level of diversity of the
Board, execution of specific duties, governance etc. are considered.
The same mechanism is applied while evaluating the performance of the
Committees of the Board and additionally the fulfillment of duties and
scope as stipulated by the Companies Act, 2013 and Listing Agreement is
considered.
The performance evaluation of individual directors is carried
considering factors like execution of specific assignments, effective
contribution to the Board discussions and decisions, independence of
judgment and steps taken towards proper governance of business and
safeguarding interest of stakeholders.
e. Familiarisation Programme of Independent Directors
The Company at selected intervals takes steps to familiarise its
independent directors about their roles, rights and responsibilities.
The details of such programme is available on the website of the
Company at http://www.venkys.com/ Familiarisation Programme for ID.pdf
f. Audit Committee:
The Company has already formed Audit Committe as per Section 177 of the
Companies Act 2013. Details of such committee is given in corporate
goverence report which is annexed and forms part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans,
guarantees or made investments under Section 186 of the Companies Act,
2013.
RISK MANAGEMENT
The Company has in place a risk management plan devised by the Board
and focuses on three key elements i.e. Risk Assessment, Risk Management
and Risk Monitoring. The Board therefore identifies elements of risk,
focus on mitigating the risk as per the plan and monitor the same post
execution.
CORPORATE SOCIAL RESPONSIBILITY
VH Group and in particular Venky's (India) Limited has been
historically doing CSR activities concentrated on educational and
medical services for the uplifment of the society. Your company has
pursuant to Section 135 of the Companies Act, 2013 formed a CSR
Committee. The Annual Report on CSR for the F.Y. 2014-15 is appended as
Annexure D to this report. The policy on CSR is available on the
website of the company at http:// www.venkys.com/CSR Policy.pdf.
INTERNAL FINANCIAL CONTROLS
The internal control system is designed to ensure that all the
financial and other records are reliable for preparing financial
statements and for maintaining accountability of the assets. The
Company has a proper and adequate system of internal controls.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your company has established a Vigil Mechanism as per the provisions of
the Companies Act, 2013 for the directors and employees to report
genuine concerns. The Audit Committee overlooks this function. The
details of vigil mechanism is available on the website of the Company
at http:// www.venkys.com/VIGIL MECHAHISM.pdf.
DEPOSITS
During the year under review the Company has neither accepted any
deposits under Chapter V of the Companies Act, 2013 nor any such
deposits remained unpaid or unclaimed.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 134 of the Companies Act, 2013,
read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, contracts
or arrangements entered into by the Company with Related Parties have
been done at arm's length and are in the ordinary course of business.
Hence, no particulars are being provided in Form AOC - 2. However,
Related Party disclosures as per AS -18 have been provided in Note no.
10 to the Financial Statements.
ACCOUNTS
The accounts read with the notes thereon are selfexplanatory and hence
do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery,
stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The
Company did not have any employee during the year under review whose
remuneration is required to be disclosed in terms of the provisions of
Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014. Further information as per said rule is appended to this report
as Annexure E.
AUDITORS
M/s. Sudit K. Parekh & Co., Chartered Accountants, were appointed in
the 38th Annual General Meeting and their appointment is liable for
ratification in the ensuing Annual General Meeting.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and allied rules
thereof, the Board of Directors has appointed Mr. P. L. Shettigar,
Practicing Company Secretary as Secretarial Auditor for conducting the
audit for the financial year 2014-15. The Secretarial Audit report
issued by Mr. Shettigar is appended as Annexure F and forms part of
this report. The Secretarial Audit report does not contain any
qualification, reservation or adverse remark.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Record and Audit) Rules, 2014 the Company has appointed
M/s. Joshi Apte & Associates, Pune as Cost Auditors of the Company for
conducting cost audit for the financial year 2015-16. Further, as per
sub section (3) of Section 148 of the Companies Act, 2013 the
remuneration decided between the Board of Directors and Cost Auditor is
put before the members for their ratification in the ensuing Annual
General Meeting. The Cost Audit for the financial year ended 31st
March, 2015 is under process and the Company will submit the Cost
Auditors' Report to the Central Government in time.
INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES
(ACCOUNTS) RULES, 2014
A. Conservation of Energy
The operations of the Company are not very power intensive.
Nevertheless, the Company continues its efforts to conserve energy
wherever practicable, by economizing on the use of power at the farms,
hatchery and offices. The Company has installed state-of-the-art
hatchers and setters at its hatcheries.
B. Technology Absorption
1. Research and Development (R & D)
a) Specific areas: R & D activities of the Company are concentrated in
the areas of developing wider application of Specific Pathogen Free
(SPF) eggs and application of various breeder management techniques to
improve productivity and increase feed efficiency.
b) Benefits derived : Wider acceptance of SPF eggs in the manufacture
of human and livestock vaccines in India and higher production and
increased feed efficiency of breeders.
c) Plan of action : Further promotion of SPF eggs applications in the
biological industry
d) Expenditure on R & D : The expenditure incurred by the Company
during the year on Research and Development was Rs. 69.49 Lacs.
2. Technology Absorption, Adaptation and Innovation
a) Efforts made : The Company maintains continuous interaction with
Charles River Laboratories Inc. (formerly SPAFAS Inc.), U.S.A for
absorption of technology.
b) Benefits :
i. Development of new application
ii. Savings in foreign exchange through import substitution.
c) Technology Imported : SPF egg production and Reagent production
technologies were imported from Charles River Laboratories Inc. The
benefit of the ongoing research by them in the said technologies is
being derived by the Company through continued association with them.
C. Foreign Exchange Earnings and Outgo
1. Efforts have been made to increase exports of hatching eggs and SPF
eggs.
2. Earnings and outgo:
a. Foreign exchange earnings (FOB):
Rs. 213.25 lacs
b. Foreign exchange outgo:
Rs. 1,353.75 lacs
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent
services of the employees at all the levels. The Company also expresses
its thanks to its shareholders, bankers, Central and State Governments
and district level authorities, Stock Exchanges, dealers and customers
of the Company for their valued support.
For and on behalf of the Board of Directors
Pune Anuradha J. Desai
May 29, 2015 Chairperson
Mar 31, 2014
The Directors have pleasure in presenting the Thirty Eighth Annual
Report and audited accounts for the financial year ended 31st March,
2014.
FINANCIAL RESULTS
(Rs. in Lacs)
Description 2013-14 2012-13
Revenue from Operations (Net) 1,73,612 1,42,643
Operating Expenditure 1,67,011 1,36,604
Depreciation 1,924 1,554
Operating Profit 4,676 4,484
Finance Costs 4,260 2,314
Exceptional Items - Income 1,053 -
Other Income 3,048 1,750
Profit Before Tax 4,517 3,920
Provision for Tax 1,112 1,383
Tax adjustment in respect of - 59
earlier years
Profit for the year 3,404 2,478
Amount available for 7,515 6,660
appropriation
Appropriations:
Transfer to General Reserve 2,000 2,000
Proposed Dividend 470 470
Dividend Distribution Tax 80 80
Net Surplus in the Statement 4,966 4,111
of Profit and Loss
OPERATIONS
Sales turnover for the year ended 31st March, 2014 amounted to Rs.
1,73,612 Lacs as against Rs. 1,42,643 Lacs achieved in the previous
year, registering a growth of 21.71%. Profit before tax was higher at
Rs.4,517 Lacs as compared to Rs.3,920 Lacs in the previous year,
showing an increase of 15.23%.
During the year under review, Poultry and Poultry Products Segment
showed improved performance as compared to the previous year, in spite
of continuous high cost of feed ingredients and lower realisations from
sale of day old chicks and grown up birds for most of the periods.
Performance of the Animal Health Products segment was satisfactory. As
regards the oilseed segment, the profitability has been lower as
compared to the previous year due to lower realisations.
EXPANSION
(A) The Company''s expansion programme initiated in March, 2013 at an
estimated cost of Rs.125 crores to augment capacities in poultry and
poultry products segment, setting up a new plant for processing of soya
seeds and setting up of Venky''s XPRS outlets is under way and it is
expected that the same will be completed by the second quarter of the
current year.
(B) As part of inorganic expansion plan and to consolidate poultry
operations in North India to increase operational efficiency and to
strengthen the geographical presence for the Company in North India,
the Company acquired poultry and packaging business operations, on
going concern basis, of Venkateshwara Hatcheries Private Limited - its
holding company - at a cost of around Rs. 75 crores. The acquired units
are situated in Northern India in the States of Haryana, Punjab,
Himachal Pradesh and Uttarakhand.
DIVIDEND
Your Directors recommend a dividend of Rs. 5.00 per equity share (50%).
The dividend, if approved at the ensuing Annual General Meeting, will
absorb Rs. 470 Lacs (previous year Rs. 470 Lacs).
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been
comprehensively covered in the Management Discussion and Analysis
Report given in Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE
As per the requirements of Clause 49 of the Listing Agreement a
separate report on Corporate Governance along with the certificate
issued by Company Secretary in Whole-Time Practice thereupon is given
in Annexure-B which forms part of this Report.
DIRECTORS
As per the provisions of Articles of Association of the Company, Mr.
Jitendra M. Desai, Director is due for retirement by rotation at the
ensuing Annual General Meeting and, being eligible, offers himself for
reappointment.
Brig. (Retd.) Amrit Kapur and Brig. (Retd.) Rajeshwar Singh Rathore
were appointed as Additional Directors with effect from 23rd January,
2014 and as per the Articles of Association hold office upto the date
of the ensuing Annual General Meeting and are eligible for appointment
as Independent Directors for a tenure of 5 years as per the applicable
provisions of the Companies Act, 2013 and Listing Agreement.
The other Independent Directors viz. Mr. C. Jagapati Rao, Lt. Col
(Retd.) Ashok Mahajan and Col (Retd.) Surinder Kumar are required to be
re-appointed as Independent Directors for a tenure of 5 years as per
the provisions of the Companies Act, 2013 and Listing Agreement and are
eligible for re-appointment.
Apart from the above, there is no change in the Board of Directors of
the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors declare that :
1. the accounts for the year ended 31st March, 2014 have been prepared
by following applicable accounting standards;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2014
and of the profit of the Company for that year;
3. proper care has been taken for the maintenance of adequate records
for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; and
4. the accounts for the year ended 31st March, 2014 have been prepared
on a going concern basis.
ACCOUNTS
The accounts read with the notes thereon are self- explanatory and
hence do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery,
stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The
Company did not have any employee during the year under review whose
remuneration is required to be disclosed in terms of the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended.
AUDITORS
M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of
Statutory Auditors upto the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013, the Company has
appointed M/s. Joshi Apte & Associates, Pune as Cost Auditors of the
Company for conducting cost audit for the financial year 2014- 15
subject to the relevant orders and notifications as the Central
Government may issue in terms of sub section (1) of Section 148 of the
Companies Act, 2013. Further, as per sub section (3) of Section 148 of
the Companies Act, 2013 read with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014 the remuneration decided between the Board of
Directors and Cost Auditor is put before the members for their
ratification in the ensuing Annual General Meeting. The Cost Audit for
the financial year ended 31st March, 2014 is under process and the
Company will submit the Cost Auditors'' Report to the Central Government
in time.
INFORMATION UNDER SECTION 217(1)(e)
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent
services of the employees at all the levels. The Company also expresses
its thanks to its shareholders, bankers, Central and State Governments
and district level authorities, Stock Exchanges, dealers and customers
of the Company for their valued support.
For and on behalf of the
Board of Directors
Pune ANURADHA J. DESAI
May 29, 2014 Chairperson
Mar 31, 2013
The Shareholders,
The Directors have pleasure in presenting the Thirty Seventh Annual
Report and audited accounts for the financial year ended 31st March
2013.
FINANCIAL RESULTS
(Rs. in lacs)
Description 2012-13 2011-12
Revenue from Operations (Net) 1,42,643 99.029
Operating Expenditure 1,36,628 92,216
Depreciation 1,554 1,178
Operating Profit 4,461 5,635
Finance Costs 2,314 1.541
Other Income 1,773 1.625
Profit Before Tax 3,920 5,719
Provision for Tax 1,383 1.613
Tax adjustment in respect of 59 -
earlier years
Profit for the year 2,478 4,106
Amount available for 6,660 12,228
appropriation
Appropriations :
Transfer to General Reserve 2,000 7,500
Proposed Dividend 470 470
Dividend Distribution Tax 80 76
Net Surplus in the Statement 4,111 4,182
of Profit and Loss
OPERATIONS
Sales turnover for the year ended 31st March, 2013 amounted to Rs.
1,42,911 lacs as against Rs.99,246 lacs achieved in the previous year,
registering a growth of 44%. Profit before tax was lower at Rs. 3,920
lacs as compared to Rs.5,719 lacs in the previous year, showing a
decline of 31%.
During the year under review, the performance of the poultry and
poultry products segment was affected due to the unprecedented high
cost of feed ingredients and the lower realizations from sale of day
old chicks and grown up birds. While the cost of feed ingrediens went
up by 40% to 45%, the increase in prices of eggs and chicken was only
by 20% to 25%. The extent of increase in the prices of raw material is
unprecedented in the history of the poultry industry by far, and this
can be considered as the worst year experienced by the poultry
industry. This was largely responsible for the overall decline in
profits of the Company. Performance of the other two segments, viz.
animal health products and oilseed has been satisfactory.
EXPANSION
(A) During the year under review, the Company has completed all the
expansion-cum- modernisation programme which was started in August,
2011. The expansion was to augment the capacities in Poultry and
Poultry Products and Animal Health Products Segments, modernisation in
Oilseed Segment and for setting up of Venky''s XPRS outlets.
(B) The Company has initiated another expansion programme in March,
2013 at an estimated cost of Rs.125 crores, to further augment
capacities in poultry and poultry products segment, setting up a new
plant for processing of oil seeds and setting up of Venky''s XPRS
outlets. This will be funded by internal accruals and long term loans.
Benefits of the expanded capacities will start accruing to the Company
from next year.
DIVIDEND
Your Directors recommend a dividend of Rs.5.00 per equity share (50%).
The dividend, if approved at the ensuing Annual General Meeting, will
absorb Rs. 470 lacs (previous year Rs. 470 lacs).
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been
comprehensively covered in the Management Discussion and Analysis
Report given in Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE
As per the requirements of Clause 49 of the Listing Agreement a
separate report on Corporate Governance along with the certificate
issued by Company Secretary in Whole-Time Practice thereupon is given
in Annexure-B which forms part of this Report.
DIRECTORS
As per the provisions of Articles of Association of the Company, Mr. B.
Venkatesh Rao and Mr. Jitendra M. Desai, Directors are due for
retirement by rotation at the ensuing Annual General Meeting and, being
eligible, offer themselves for reappointment.
The term of office of Mr. B. Balaji Rao, Managing Director of the
Company expired on 31.10.2012. The Board of Directors at its meeting
held on 29.10.2012 has re-appointed Mr. B. Balaji Rao as Managing
Director of the Company for a period of 5 years with effect from
01.11.2012. Brief terms and conditions of his appointment and
remuneration are set out in the explanatory statement attached to the
notice.
Mr. S. B. Thorat has tendered his resignation from the post of Director
at the meeting of Board of Directors held on 30th May, 2013. The Board
wishes to place on record its gratitude and appreciation for the
co-operation and guidance rendered by him during his tenure as a
Director.
Apart from the above, there is no change in the Board of Directors of
the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors declare that :
1. the accounts for the year ended 31st March, 2013 have been prepared
by following applicable accounting standards;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2013
and of the profit of the Company for that year;
3. proper care has been taken for the maintenance of adequate records
for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; and
4. the accounts for the year ended 31st March, 2013 have been prepared
on a going concern basis.
ACCOUNTS
The accounts read with the notes thereon are self- explanatory and
hence do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery,
stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The
Company did not have any employee during the year under review whose
remuneration is required to be disclosed in terms of the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended.
AUDITORS
M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of
Statutory Auditors upto the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
COST AUDITORS
Pursuant to Section 233B of the Companies Act, 1956, the Central
Government has prescribed Cost Audit in respect of certain products of
the Foods Division, Animal Health Products Division and Oil Seed
Division of the Company. The Board has appointed M/s. Joshi Apte &
Associates, Pune as Cost Auditors of the Company for the financial year
2013-14. The Cost Audit is under process and the Company will submit
the Cost Auditors'' Report to the Central Government in time.
INFORMATION UNDER SECTION 217(1)(e)
A. Conservation of Energy
The operations of the Company are not power intensive. Nevertheless,
the Company continues its efforts to conserve energy wherever
practicable, by economising on the use of power at the farms,
hatcheries and offices. The Company has installed state-of-the-art
hatchers and setters at its hatcheries.
B. Technology Absorption
1. Research and Development (R & D)
a) Specific areas : R & D activities of the Company are concentrated in
the areas of developing wider application of Specific Pathogen Free
(SPF) eggs and application of various breeder management techniques to
improve productivity and increase feed efficiency.
b) Benefits derived : Wider acceptance of SPF eggs in the manufacture
of human and livestock vaccines in India and higher production and
increased feed efficiency of breeders.
c) Plan of action : Further promotion of SPF eggs applications in the
biological industry
d) Expenditure on R & D : The expenditure incurred by the Company
during the year on Research and Development was Rs.56 lacs.
2. Technology Absorption, Adaptation and Innovation
a) Efforts made :The Company maintains continuous interaction with
Charles River Laboratories Inc. (formerly SPAFAS Inc.), U.S.A for
absorption of technology.
b) Benefits :
i. Development of new application
ii. Savings in foreign exchange through import substitution.
c) Technology Imported : SPF egg production and Reagent production
technologies were imported from Charles River Laboratories Inc. The
benefit of the ongoing research by them in the said technologies is
being derived by the Company through continued association with them.
C. Foreign Exchange Earnings and Outgo
1. Efforts have been made to increase exports of hatching eggs and SPF
eggs.
2. Earnings and outgo :
a. Foreign exchange earnings (FOB) : Rs.210.11 lacs
b. Foreign exchange outgo : Rs.896.80 lacs
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent
services of the employees at all the levels. The Company also expresses
its thanks to its shareholders, bankers, Central and State Governments
and district level authorities, Stock Exchanges, dealers and customers
of the Company for their valued support.
For and on behalf of the Board of Directors
Pune ANURADHA J. DESAI
May 30, 2013 Chairperson
Mar 31, 2012
The Directors have pleasure in presenting the Thirty Sixth Annual
Report and audited accounts for the financial year ended 31st March
2012.
FINANCIAL RESULTS
(Rs. in lakhs)
Description 2011-12 2010-11
Revenue from Operations (Net) 99,029 85,176
Operating Expenditure 92,216 73,814
Depreciation 1,178 965
Operating Profit 5,635 10,397
Finance Costs 1,541 468
Other Income 1,625 847
Profit Before Tax 5,719 10,776
Provision for Tax 1,613 3,473
Profit for the year 4,106 7,303
Amount available for 12,228 18,668
appropriation
Appropriations :
Transfer to General Reserve 7,500 10,000
Proposed Dividend 470 470
Dividend Distribution Tax 76 76
Net Surplus in the Statement of 4,182 8,122
Profit and Loss
OPERATIONS
Sales turnover for the year ended 31st March, 2012 amounted to Rs.
99,246 lakhs as against Rs. 85,306 lakhs achieved in the previous year,
registering a growth of 16.3%. Profit before tax was lower at Rs. 5,719
lakhs as compared to Rs. 10,776 lakhs in the previous year, showing a
decline of 47%.
During the year under review, the poultry and poultry products segment
registered lower profits due to high cost of feed ingredients and lower
realizations from sale of day old chicks and grown up birds.
Performance of this segment was largely responsible for overall decline
in profits of the Company. Performance of the other two segments, viz.
animal health products and oilseed has been satisfactory.
EXPANSION
During the year under review, the Company has undertaken an
expansion-cum-modernisation programme at an estimated cost of Rs.10,700
lakhs, to augment the capacities in Poultry and Poultry Products and
Animal Health Products Segments, modernisation in Oilseed Segment and
for setting up of 'Venky's Xprs' outlets.
The expansion-cum-modernisation programme is funded by internal
accruals and long term loans. Benefits of the expanded capacities will
start accruing to the Company from second half of the current financial
year.
DIVIDEND
Your Directors recommend a dividend of Rs. 5.00 per equity share (50%).
The dividend, if approved at the ensuing Annual General Meeting, will
absorb Rs. 470 lakhs (previous year Rs. 470 lakhs).
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been
comprehensively covered in the Management Discussion and Analysis
Report given in Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE
As per the requirements of Clause 49 of the Listing Agreement a
separate report on Corporate Governance along with the certificate
issued by Company Secretary in Whole-Time Practice thereupon is given
in Annexure-B which forms part of this Report.
DIRECTORS
The Board regrets to report that Mr. B.G. Deshmukh, Director, expired
on 7th August, 2011. Late Mr. B.G. Deshmukh was on Board of the
Company for 16 years. With his vast management and administrative
expertise coupled with proven knowledge, he made remarkable
contribution to the growth of the Company. The Directors express their
sorrow on the sad demise of Mr. B.G. Deshmukh and place on record their
appreciation for the contribution made by him during his tenure as
Director of the Company.
Col. (Retd.) Surinder Kumar has been appointed as an Additional
Director with effect from 20th February, 2012. As per Articles of
Association of the Company, he holds office till the date of ensuing
Annual General Meeting and is eligible for appointment.
As per the provisions of Articles of Association of the Company, Mrs.
Anuradha J. Desai and Mr. C. Jagapati Rao, Directors are due for
retirement by rotation at the ensuing Annual General Meeting and, being
eligible, offer themselves for reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors declare that:
1. the accounts for the year ended 31st March, 2012 have been prepared
by following applicable accounting standards;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2012
and of the profit of the Company for that year;
3. proper care has been taken for the maintenance of adequate records
for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; and
4. the accounts for the year ended 31st March, 2012 have been prepared
on a going concern basis.
FIXED DEPOSITS
The Company has discontinued the fixed deposit schemes. As on 31st
March, 2012 no deposits were due for repayment and remained unclaimed.
ACCOUNTS
The accounts read with the notes thereon are self- explanatory and
hence do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery,
stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The
Company did not have any employee during the year under review whose
remuneration is required to be disclosed in terms of the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended.
AUDITORS
M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of
Statutory Auditors upto the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
COST AUDITORS
Pursuant to Section 233B of the Companies Act, 1956, the Central
Government has prescribed Cost Audit in respect of certain products of
the Animal Health Products Division of the Company. The Board has
appointed M/s. D.V. Joshi, Apte & Associates, Pune as Cost Auditors of
the Company for the financial year 2011-12. The Cost Audit is under
process and the Company will submit the Cost Auditors' Report to the
Central Government in time.
INFORMATION UNDER SECTION 217(1)(e)
A. Conservation of Energy
The operations of the Company are not power intensive. Nevertheless,
the Company continues its efforts to conserve energy wherever
practicable, by economising on the use of power at the farms, hatchery
and offices. The Company has installed state-of-the-art hatchers and
setters at its hatcheries.
B. Technology Absorption
1. Research and Development (R & D)
a) Specific areas: R & D activities of the Company are concentrated in
the areas of developing wider application of Specific Pathogen Free
(SPF) eggs and application of various breeder management techniques to
improve productivity and increase feed efficiency.
b) Benefits derived : Wider acceptance of SPF eggs in the manufacture
of human and livestock vaccines in India and higher production and
increased feed efficiency of breeders.
c) Plan of action : Further promotion of SPF eggs applications in the
biological industry
d) Expenditure on R & D : The expenditure incurred by the Company
during the year on Research and Development was Rs.44.03 lakhs.
2. Technology Absorption, Adaptation and Innovation
a) Efforts made : The Company maintains continuous interaction with
Charles River Laboratories Inc. (formerly SPAFAS Inc.), U.S.A for
absorption of technology.
b) Benefits :
i. Development of new application
ii. Savings in foreign exchange through import substitution.
c) Technology Imported : SPF egg production and Reagent production
technologies were imported from Charles River Laboratories Inc. The
benefit of the ongoing research by them in the said technologies is
being derived by the Company through continued association with them.
C. Foreign Exchange Earnings and Outgo
1. Efforts have been made to increase exports of hatching eggs and SPF
eggs.
2. Earnings and outgo:
a. Foreign exchange earnings (FOB) : Rs.240.69 lakhs
b. Foreign exchange outgo : Rs. 746.74 lakhs
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent
services of the employees at all the levels. The Company also expresses
its thanks to its shareholders, bankers, Central and State Governments
and district level authorities, dealers and customers of the Company
for their valued support.
For and on behalf of the Board of Directors
Pune ANURADHA J. DESAI
May 29, 2012 Chairperson
Mar 31, 2011
The Shareholders,
The Directors have pleasure in presenting the Thirty Fifth Annual
Report and audited accounts for the financial year ended 31st March
2011.
FINANCIAL RESULTS
(Rs. in Lakhs)
Description 2010-11 2009-10
Profit Before Tax 10,776 8,229
Provision for taxation
- Current (3,400) (2,681)
- Deferred (73) (116)
Profit After Tax 7,303 5,432
Add : Excess/(short) provision
for tax in previous periods à (40)
Balance of Profit & Loss
Account brought forward 11,365 6,954
Profit available for Appropriation 18,668 12,346
Appropriations :
Transfer to General Reserve 10,000 543
Dividend 470 376
Corporate Dividend Tax 76 62
Balance profit carried forward 8,122 11,365
18,668 12,346
OPERATIONS
Sales turnover for the year ended 31st March, 2011 amounted to Rs.
85,330 lakhs as against Rs. 70,628 lakhs achieved in the previous year,
registering a growth of 20.8%. Profit before tax was higher at Rs.
10,776 lakhs as compared to Rs. 8,229 lakhs in the previous year,
showing a growth of 31 %.
For the year as a whole, the poultry and poultry products segment
continued to register better growth in sales turnover and profits, in
spite of increase in prices of poultry feed ingredients. The other two
segments, viz. animal health products and oilseed have also performed
better as compared to the previous year.
EXPANSION
During the year under review, the Company has undertaken an expansion
programme to increase capacity of processed chicken products,
hatcheries, breeding & grower farms and poultry feed at various
locations at a total cost of Rs.52 crores.
DIVIDEND
Your Directors recommend a dividend of Rs. 5 per equity share (50%).
The dividend, if approved at the ensuing annual general meeting, will
absorb Rs. 470 lakhs (previous year Rs. 376 lakhs).
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been
comprehensively covered in the Management Discussion and Analysis
Report given in Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE
As per the requirements of Clause 49 of the Listing Agreement a
separate report on Corporate Governance along with the certificate
issued by Company Secretary in Whole-Time Practice thereupon is given
in Annexure-B which forms part of this Report.
DIRECTORS
As per the provisions of Articles of Association of the Company, Mr. B.
Venkatesh Rao, Mr. S.B. Thorat and Lt.Col.(Retd.) Ashok Mahajan,
Directors are due for retirement by rotation at the ensuing Annual
General Meeting and, being eligible, they offer themselves for
reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors declare that:
1. the accounts for the year ended 31st March, 2011 have been prepared
by following applicable accounting standards;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2011
and of the profit of the Company for that year;
3. proper care has been taken for the maintenance of adequate records
for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; and
4. the accounts for the year ended 31st March, 2011 have been prepared
on a going concern basis.
FIXED DEPOSITS
The Company has discontinued the fixed deposit schemes. However,
deposits amounting to Rs.40,000/- from 3 depositors which were due for
repayment have remained unclaimed as on 31st March, 2011.
ACCOUNTS
The accounts read with the notes thereon are self- explanatory and
hence do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery,
stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The
Company did not have any employee during the year under review whose
remuneration is required to be disclosed in terms of the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended.
AUDITORS
M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of
Statutory Auditors upto the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
INFORMATION UNDER SECTION 217(1)(e)
A. Conservation of Energy
The operations of the Company are not power intensive. Nevertheless,
the Company continues its efforts to conserve energy wherever
practicable, by economising on the use of power at the farms, hatchery
and offices. The Company has installed state-of-the-art hatchers and
setters at its hatcheries.
B. Technology Absorption
1. Research and Development (R & D)
a) Specific areas : R & D activities of the Company are concentrated in
the areas of developing wider application of Specific Pathogen Free
(SPF) eggs and application of various breeder management techniques to
improve productivity and increase feed efficiency.
b) Benefits derived : Wider acceptance of SPF eggs in the manufacture
of human and livestock vaccines in India and higher production and
increased feed efficiency of breeders.
c) Plan of action : Further promotion of SPF eggs applications in the
biological industry.
d) Expenditure on R & D : The expenditure incurred by the Company
during the year on Research and Development was Rs. 37.49 lakhs.
2. Technology Absorption, Adaptation and Innovation
a) Efforts made : The Company maintains continuous interaction with
Charles River Laboratories Inc. (formerly SPAFAS Inc.), U.S.A. for
absorption of technology.
b) Benefits :
i. Development of new application
ii. Savings in foreign exchange through import substitution.
c) Technology Imported : SPF egg production and
Reagent production technologies were imported from Charles River
Laboratories Inc. The benefit of the ongoing research by them in the
said technologies is being derived by the Company through continued
association with them.
C. Foreign Exchange Earnings and Outgo
1. Efforts have been made to increase exports of hatching eggs and SPF
eggs.
2. Earnings and outgo:
a. Foreign exchange earnings (FOB) : Rs. 121.59 lakhs
b. Foreign exchange outgo: Rs. 408.82 lakhs
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent
services of the employees at all the levels. The Company also
expresses its thanks to its shareholders, bankers, Central and State
Governments and district level authorities, dealers and customers of
the Company for their valued support.
For and on behalf of the Board of Directors
Pune ANURADHA J. DESAI
May 11, 2011. Chairperson
Mar 31, 2010
The Directors have pleasure in presenting the Thirty Fourth Annual
Report and audited accounts for the financial year ended 31st March
2010.
FINANCIAL RESULTS
(Rs. in Lakhs)
Description 2009-10 2008-09
Profit Before Tax 8,229 3,104
Provision for taxation
- Current (2,681) (1,040)
- Deferred (116) 50
- Fringe Benefit Tax à (58)
Profit After Tax 5,432 2,056
Add : Excess/(short) provision
for tax in previous periods (40) Ã
Balance of Profit & Loss
Account brought forward 6,954 5,489
Profit available for Appropriation 12,346 7,545
Appropriations :
Transfer to General Reserve 543 206
Dividend 376 329
Corporate Dividend Tax 62 56
Balance profit carried forward 11,365 6,954
12,346 7,545
OPERATIONS
Sales turnover for the year ended 31st March, 2010 amounted to Rs.
70,628 lakhs as against Rs. 57,026 lakhs achieved in the previous year,
registering a growth of 24%. Profit before tax recorded excellent
growth of 165% at Rs. 8,229 lakhs as compared to 3,104 lakhs in the
previous year.
During the year under review, the poultry and poultry products segment
recorded significant growth in revenue and profits due to improved
market conditions. There was a good growth in sales volume in this
segment. Also, there was improvement in efficiencies in operations and
better cash flow management. As a result of these factors the
Company registered substantial improvement in overall performance as
compared to the previous year.
DIVIDEND
Your Directors recommend a dividend of Rs. 4 per equity share (40%).
The dividend, if approved at the ensuing annual general meeting, will
absorb Rs. 376 lakhs (previous year Rs. 329 lakhs).
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been
comprehensively covered in the Management Discussion and Analysis
Report given in Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE
As per the requirements of Clause 49 of the Listing Agreement a
separate report on Corporate Governance along with the certificate
issued by Company Secretary in Whole-Time Practice thereupon is given
in Annexure-B which forms part of this Report.
DIRECTORS
As per the provisions of Articles of Association of the Company, Mrs.
Anuradha J. Desai and Mr. Jitendra M. Desai, Directors are due for
retirement by rotation at the ensuing Annual General Meeting and, being
eligible, they offer themselves for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors declare that:
1. the accounts for the year ended 31st March, 2010 have been prepared
by following applicable accounting standards;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2010
and of the profit of the Company for that year;
3. proper care has been taken for the maintenance of adequate records
for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; and
4. the accounts for the year ended 31st March, 2010 have been prepared
on a going concern basis.
FIXED DEPOSITS
The Company has discontinued the fixed deposit schemes. However,
deposits amounting to Rs.40,000/- from 3 depositors which were due for
repayment have remained unclaimed as on 31st March, 2010.
ACCOUNTS
The accounts read with the notes thereon are self- explanatory and
hence do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery,
stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The
Company did not have any employee during the year under review whose
remuneration is required to be disclosed in terms of the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended.
AUDITORS
M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of
Auditors upto the conclusion of the ensuing Annual General Meeting and
are eligible for reappointment.
INFORMATION UNDER SECTION 217(1)(e)
A. Conservation of Energy
The operations of the Company are not power intensive. Nevertheless,
the Company continues its efforts to conserve energy wherever
practicable, by economising on the use of power at the farms, hatchery
and offices. The Company has installed state-of-the-art hatchers and
setters at its hatcheries.
B. Technology Absorption
1. Research and Development (R & D)
a) Specific areas : R & D activities of the Company are concentrated in
the areas of developing wider application of Specific Pathogen Free
(SPF) eggs and application of various breeder management techniques to
improve productivity and increase feed efficiency.
b) Benefits derived : Wider acceptance of SPF eggs in the manufacture
of human and livestock vaccines in India and higher production and
increased feed efficiency of breeders.
c) Plan of action : Further promotion of SPF eggs applications in the
biological industry.
d) Expenditure on R & D : The expenditure incurred by the Company
during the year on Research and Development was Rs. 34 lakhs.
2. Technology Absorption, Adaptation and Innovation
a) Efforts made : The Company maintains continuous interaction with
Charles River Laboratories Inc. (formerly SPAFAS Inc.), U.S.A. for
absorption of technology.
b) Benefits :
i. Development of new application
ii. Savings in foreign exchange through import substitution.
c) Technology Imported : SPF egg production and
Reagent production technologies were imported from Charles River
Laboratories Inc. The benefit of the ongoing research by them in the
said technologies is being derived by the Company through continued
association with them.
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent
services of the employees at all the levels. The Company also
expresses its thanks to its shareholders, bankers, Central and State
Governments and district level authorities, dealers and customers of
the Company for their valued support.
For and on behalf of the Board of Directors
Pune ANURADHA J. DESAI
May 25, 2010. CHAIRPERSON
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