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Notes to Accounts of Venky's (India) Ltd.

Mar 31, 2018

1.1 CORPORATE INFORMATION

Venkyâs (India) Limited (âthe Companyâ) is a listed public company domiciled in India and is incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two recognised stock exchanges in India. The registered office of the company is located at Venkateshwara House, S. No. 114/A/2, Pune-Sinhagad Road, Pune 411030.

The Company has diversified its activities in poultry sector that includes production of SPF eggs, chicken and eggs processing, broiler and layer breeding, animal health products, Poultry feed & equipment, soya bean extract and many more. The Company has its growing and other manufacturing facilities across India and sells primarily in India.

1.2 BASIS OF PREPARATION Compliance with Ind AS

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (âInd ASâ) as notified by Ministry of Corporate affairs pursuant to section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and subsequent amendments through Companies (Indian Accounting Standards) Amendment Rules thereafter.

The financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements.

Current / non-current classification

All assets and liabilities have been classified and disclosed as current or non-current as per the Companyâs normal operating cycle and other criteria set out in division II of Schedule III of the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as up to twelve months for the purpose of current or non-current classification of assets and liabilities.

Basis of measurement

The financial statements have been prepared on a historical cost basis, except for the assets and liabilities that require measurement at fair value in accordance with Ind AS. These assets and liabilities mainly consist of biological assets and certain financial instruments (including derivative instruments).In addition, the carrying values of recognised liabilities that are designated as hedged items in fair value hedges that would otherwise be carried at amortised cost are adjusted to record changes in the fair values attributable to the risks that are being hedged in effective hedge relationships.

The financial statements are presented in Indian Rupees and all values are rounded to the nearest lakhs (INR 00,000) except otherwise indicated.

1.3 RECENT ACCOUNTING PRONOUNCEMENT

On 28 March, 2018, the Ministry of Corporate Affairs(âMCAâ), through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new amendments to Ind ASs effective for annual periods beginning on or after April 01 2018:

Ind AS 115- Revenue from Contract with Customers

Ind AS 21-The effect of changes in Foreign Exchange rates

The Company has evaluated the requirements of the amendment and the effect on the financial statements is not expected to be material.

Notes:

4 The Company test Goodwill impairment at the end of each reporting period annually.

Goodwill relates to the acquisition of North based poultry and packaging division from Venkateshwara Hatcheries Private Limited in March 2014 situated at Naraingarh - Haryana, Nalagarh - Himachal Pradesh and Ludhiyana - Punjab. These divisions are engaged in the production of commercial layer chicks and packing boxes for day old chicks and eggs respectively.

The recoverable amount of each CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management, which include assumptions on profit before interest and tax, depreciation, working capital movements and capital maintenance expenditure. Cash flows have been forecasted to grow at 8%. Cash flows beyond a five-year period are extrapolated using the estimated growth rates stated below.

(f) The Company has allotted fully paid up 4,695,779 bonus shares during the year 2015-16 ranking paripassu with the existing shares in the company without payment being received in cash.

(g) The Company has neither allotted any shares as fully paid up pursuant to contracts without payments being received in cash nor bought back any shares for the period of five years immediately preceding 31 March 2018 and 31 March 2017.

(h) The Company does not have any securities convertible into equity or preference shares as at 31 March 2018 and 31 March, 2017.

(i) The Board of Directors, in itâs meeting on 03 May 2018, proposed final dividend of Rs. 8/- per equity share. The total dividend appropriation for the year ended 31 March 2018 amounts to Rs. 1,358.65 Lakhs including dividend distribution tax of Rs. 231.66 Lakhs. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(j) For the year ended 31 March 2017, the amount of per share dividend recognized as distribution to equity shareholders was Rs. 6/- towards final dividend. The total dividend appropriation for the year ended 31 March 2017 amounted to Rs. 1,017.31 Lakhs including dividend distribution tax of Rs. 172.07 Lakhs.

(k) The Company does not have any unpaid calls as at 31 March 2018 and 31 March 2017.

5 Details of securities and terms of repayments:

(i) Rupee loan-I (Secured) :

Rupee term loan from IDBI Bank Limited amounting to Rs. 555.56 Lakhs outstanding as at 31 March 2018 (previous year Rs. 1,666.67 Lakhs) carries an interest rate of sum of bank borrowing rate (BBR) as increased by 150 basis points per annum. Present applicable rate is 11.00% per annum. The loan is repayable in 54 equal monthly instalments commencing from 1 April 2014. The loan is secured by way of second charge on movable fixed assets of the Company in form of plant & machinery, electrical installations, vehicles, furniture & fixtures, office equipment, etc. and on the entire current assets of the Company.

(ii) Rupee loan- II (Secured) :

Rupee term loan from State Bank of India amounting to Rs. 3,745.36 Lakhs outstanding as at 31 March, 2018 (previous year Rs. 4,370.36 Lakhs) carries an interest rate of 2% above Base Rate. Present applicable rate is 9.75% per annum. The loan is repayable in 19 quarterly instalments commencing from June, 2015. The loan is secured by way of hypothecation on moveable assets of the Company situated at Packaging Division, Gadapur, PO Jodhewal, Basti and hypothecation on moveable assets and mortgage of immovable properties situated at (a) Morwadi, Kikwi, Bhor, Pune. (b) AHP and Feed Mill, Osade, Velhe, Pune. (c) Sountli, PO Shahzadpur, Tehsil Naraingarh, District Ambala, State Haryana, (d) Patvi, Tehsil Naraingarh, District Ambala, State Haryana. (e) Dhamouli/Patheri, Tehsil Naraingarh,District Ambala, State Haryana. (f) Dikadala and Jorasi, Tehsil Samalakha, District Panipat,Haryana. (g) Larsauli, Tehsil Ganapur, District Sonepat, State Haryana. (h) Srini, Naugaon, Pargana Pachwa doon, District Dehradun, State Uttaranchal.

(iii) Rupee loan - III (Secured) :

Rupee term loan from IFCI Ltd amounting to Rs. 3,116.07 Lakhs outstanding as at 31 March 2018 (previous year Rs. 4,362.50 Lakhs) carries an interest rate of 0.8% above Base Rate. Present applicable rate is 11.25% per annum.The loan is repayable in 7 equal half yearly instalments starting from end of 24th month. The loan is secured by way of an exclusive first charge by way of hypothecation of borrowerâs all movable assets and mortgage over immovable properties situated at following locations:(a) IID centre, Govindnagar,Distt Kathua (b)Village Lohagaon,Taluka Haveli,Pune (c)Village Khopodi, Taluka Daund, District Pune (d) Village Mogar and Village Vadod, Tal Anand, Gujarat. (e) Village Bhandgaon, Taluka Daund, District Pune. (f) Village Salumbre, Taluka Maval, District Pune. The loan is backed by continuing corporate guarantee provided by Venkateshwara Hatcheries Private Limited - the Holding Company.

(iv) Rupee loan - IV (Secured) :

Rupee Term Loan from Mahindra and Mahindra Financial Services Limited amounting to Rs. 864.82 Lakhs outstanding as at 31 March 2018 (previous year Rs. 1,152.75 Lakhs) carries an interest rate of 3.20% over and above SBI Base rate. Present applicable rate is 12.15% per annum. The loan is repayable in 48 equated monthly instalments starting from date of disbursement. The loan is secured by way of an exclusive first charge by way of mortgage of land and building and hypothecation of machinery, including machinery spares, tools and accessories, electrical installation and fixtures situated at (a) Plot no. E-256,Phase 8-B, Sector74, SAS Nagar Mohali, Punjab, (b) Commercial Shop no.15, Ground Floor white square S.No.42/1,49/3,48/4, Vill. Wakad, Hinjewadi Road, Tal: Mulshi, Dist: Pune. (c) Commercial Shop No.13,14,15, Ground Floor, Girme Heights, S.No. 62, Hissa no. 12, Salunkhe Vihar Road, Wanawadi, Pune. (d) S.No. 320/3, 321/3, 321/4, off- Indore-Ujjain Highway, Vill Rajoda,Teh - Sanwer,Dist. Indore. The loan is backed by continuing corporate guarantee provided by Venkateshwara Hatcheries Private Limited - the Holding Company.

(v) Rupee loan - V (Secured) :

Rupee term loan from State Bank of India amounting to Rupees 820.25 lakhs outstanding as at 31 March 2018 (previous year Rupees NIL) carries an interest rate of 1.75% above 1Y MCLR. Present applicable rate is 9.75% per annum. The loan is repayable in 20 quarterly instalments commencing from April 2019. The loan is secured by way of an exclusive charge by way of hypothecation on moveable assets i.e. plant and machinery and equitable mortgage on land and building situated at GAT No. 23,24/1, 24/2,24/3,24/4,26 of Village Bondri, Gat No. 20,21/ 1 of Village Pimploshi, Gat No. 77,79/1,80,84 of Village Ker, Taluka Patan Dist. Satara.

(vi) External commercial borrowings - I (Secured):

The Company has availed external commercial borrowings (ECB -I) from ICICI Bank Limited amounting to Rs. 4,247.75 Lakhs outstanding as at 31 March, 2018 (previous year Rs. 7,183.32 Lakhs) into two tranches for financing its expansion plans. ECB-I is repayable in 11 half yearly predetermined instalments commencing from 03 April, 2013 and is denominated in US$. It carries an interest rate of 6 month USD LIBOR plus 4.5 percent per annum. Taking the currency risks in the cash flows arising out of fluctuations of USD LIBOR rates and also the currency fluctuations, the Company has entered into hedge agreements with its bankers. Further, the repayment of said liability in respect of the said loan is also fixed at predetermined exchange rate pursuant to the hedge agreements. The said loan is secured by an exclusive mortgage of land, building and immovable plant and machinery at processing plant situated at Baur Kamshet, Pune, Feed Mill and Oilseed plant at Solapur, poultry farm at Village Bhigwan and SPF Plant at Pasure Bhor.

(vii) External commercial borrowings - II (Secured):

The Company has availed external commercial borrowings (ECB - II) from ICICI Bank Limited amounting to Rs. 4,472.43 Lakhs outstanding as at 31 March, 2018 (previous year Rs. 5,697.04 Lakhs) for financing itâs expansion plans. ECB-II is repayable in 11 half yearly predetermined instalments commencing from 5th August, 2015 and is denominated in US$.

It carries an interest rate of 6 month USD LIBOR plus 4.25 percent per annum. Taking the currency risks in the cash flows arising out of fluctuations of USD LIBOR rates and also the currency fluctuations, the Company has entered into hedge agreements with its bankers. Further, the repayment of said liability in respect of the ECB - II is also fixed at predetermined exchange rate pursuant to the hedge agreements subject to caps. ECB - II is secured by an exclusive charge on the properties of the Company situated at Village Tondal, Taluka Purandar, District Pune, Nanded property and at Village Kouthadi, Taluka Daund, District Pune and extension of charge on land and buildings at Khadki and processing plant situated at Village Baur, Kamshet already charged to ICICI Bank Limited. Further, ECB- II is secured by an exclusive hypothecation of all future moveable assets of the company acquired/to be acquired from the loan facilities extended by the bank.

(viii) Deferred payment liabilities (Unsecured):

The deferred sales tax liabilities are interest free and shall be repaid in equal annual instalments not exceeding five such instalments at the expiry of 10th year. Deferment scheme started from 30 April 2002 and instalments started from 30 April 2012.

There is no amount in respect of default of repayment of borrowings and interest as at 31 March 2018 and 31 March 2017.

6 Details of securities and guarantees

(i) Loan repayable on demand - Cash Credit facilities:

The cash credit facilities except cash credit taken from ICICI Bank are secured by way of first charge on the entire current assets of the Company on pari passu basis.

(ii) Short term loans :

a. The short-term loan from State Bank of India amounting to Rs. 4,800.00 Lakhs outstanding as at 31 March 2018 (Previous year Rs. 6,300.00 Lakhs) is secured by way of hypothecation of first charge on the entire current assets of the company on pari passu basis.

b. The short-term loan from IDBI Limited amounting to Rs. 1,000.00 Lakhs outstanding as at 31 March 2018 (Previous year Rs. 850.00 Lakhs) is secured by way of hypothecation of first charge on the entire current assets of the company on pari passu basis.

c. The short-term loan from HDFC Limited amounting to Rs. 2,500.00 Lakhs outstanding as at 31 March 2018 (Previous year Rs. 2,500.00 Lakhs) is secured by way of hypothecation of first charge on the entire current assets of the company on pari passu basis.

d. The short-term loan from ICICI Bank Limited amounting to Rs. 4,500.00 Lakhs outstanding as at 31 March, 2018 (previous year Rs. 7,000.00 Lakhs) is secured by an extension of charge on land and buildings located at (a) Village Dikadla, Tehsil Samalkha, Dist. Panipat, State Haryana, (b) Plot No.55, Sansarpur terrace, Dist. Kangra, State Himachal Pradesh, (c) Village Laider, Tehsil Bara,District Allahabad, State Uttar Pradesh, (d) Processing Plant at Baur Kamshet, Pune, (e) Feed Mill and Oilseed Plant at Solapur, (f) Poultry farm at Village Bhigwan and (g) SPF Plant at Pasure Bhor and by way of hypothecation of movable fixed assets acquired/ to be acquired out of Rupee term loan and external commercial borrowings obtained from ICICI Bank Limited at these locations.

e. The short-term loan from Axis Bank Limited amounting to Rs. 626.32 Lakhs outstanding as at 31 March 2018 (previous year Rs. 1,347.59 Lakhs) is secured by an exclusive charge by way of hypothecation of plant and machinery and mortgage of land and buildings of the Mouje Kondiwade Taluka Maval Dist Pune and Mouje Bori Aindi Taluka Daund, Distt. Pune.

There is no amount in respect of default of repayment of borrowings and interest as at 31 March 2018 and 31 March 2017.

7 The Company has not received the required information from Suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, disclosures, if any, relating to amounts unpaid as at the year end together with interest paid / payable as required under the said Act are âNILâ as given below. This information has been relied upon by the auditor.

Notes:

The Company is subject to legal proceedings and claims, which have arisen during the ordinary course of business. The Companyâs management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Companyâs results of operations or financial conditions.

Against the aforesaid contingent liabilities, the Company has paid an amount of Rs. 1,640.47 Lakhs (Previous year Rs. 967.22) under protest. The payment under protest is shown under other non current assets. (Refer Note No. 2.7)

Fair value estimation

Ind AS 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

- Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The following table presents the Companyâs assets and liabilities that are measured at fair value as at:

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an armâs length basis. The quoted market price used for financial assets held by the company is the current bid price. These instruments are included in Level 1.

Instruments included in Level 1 comprise of investments in mutual funds.

The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. Instruments included in Level 2 comprise of derivative assets taken for hedging purpose.

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

The following valuation techniques and significant inputs were used to measure the level 3 inputs.

In measuring the fair value of biological assets, management estimates and judgements are required for the determination of fair value.

These estimates and judgements relate to the market prices, average weight and quality of animals and mortality rates.

8.1 FINANCIAL RISK MANAGEMENT Financial risk factors

This note presents information about the Companyâs exposure to financial risks, the Companyâs objectives, policies and processes for measuring and managing these risks and the Companyâs management of capital.

The Companyâs financial instruments consist primarily of cash and cash equivalents, investment in mutual funds, derivatives taken for hedge purpose, loans receivable, trade and other receivables and payables and long term and short borrowings. In the normal course of business, the Company is exposed to credit, liquidity and market risk. In order to manage certain of these risks, the Company may enter into transactions which make use of derivatives. They include forward exchange contracts, interest rate swaps, cross currency swaps and options. A separate committee is used to manage the risks and the hedging activities of the Company. The Company does not speculate in derivative instruments. Certain of the Companyâs forward exchange contracts qualify as designated hedges for accounting purposes. Their fair values are disclosed in note 3.5.

The Board has overall responsibility for the establishment and oversight of the Companyâs risk management framework.

The Board has established the Risk Committee which is responsible for developing and monitoring the Companyâs risk management policies. The Risk Committee reports regularly to the Board on its activities.

The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The Company, through its training, management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Audit Committee oversees how management monitors compliance with the Companyâs risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk primarily relates to trade and other receivables, long-term loans, cash and cash equivalents, the investment in mutual fund and derivative financial instruments.

The Companyâs exposure to credit risk with regards to trade and other receivables is influenced mainly by the individual characteristics of each customer and there is no significant concentration of risk related to industry segments. The granting of credit is controlled by well-established criteria that are reviewed on a regular basis. The terms granted to trade debtors are determined by the respective credit policies of each operating segment. The maximum exposure to credit risk at the reporting date is the carrying amount of each trade receivable (refer to note 4.4).

The credit risk surrounding trade receivables is assessed as low as the counterparties represent large, well established trading companies within India.

The credit policy requires each new customer to be analysed individually for credit worthiness before delivery and payment terms are offered.

The Companyâs review includes external ratings where available and in some cases bank references. Limits are established for each customer which represents the maximum trading amount without requiring

further approval. These limits are reviewed on an ongoing basis. Customers that fail to meet the Companyâs benchmark creditworthiness may transact with the Company on a cash basis. Customers that default on payments are closely monitored and put on âstop supplyâ if required.

The Company has various credit terms with its trade debtors specific to each operating segment. Other receivables consist primarily of security deposits, loans to employees and other receivables. The risk of default is assessed as low.

Security deposits include amounts due in respect of certain distribution and lease contracts.

The risk of default is considered low as the counterparties represent large, well established trading companies within India.

The credit risk surrounding loans receivable is assessed as low risk.

Credit risk on cash and cash equivalents is assessed as low risk as the Company deposits cash surpluses with financial institutions of high quality and standing with high credit ratings assigned by international and domestic credit rating agencies.

Derivative instruments are limited to transactions with financial institutions with an acceptable credit rating.

Liquidity risk

The Company actively monitors its cash flows to ensure there is sufficient cash available to meet its working capital requirements. Due to the dynamic nature of the underlying businesses, the Company maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Companyâs cash and cash equivalents on the basis of expected cash flow.

The Companyâs current trade and other payables are all due within one year.

The table below summarises the maturity profile of the Companyâs financial liabilities as at 31^stMarch 2018 based on contractual undiscounted payments:

Market risk Interest rate risk

The Company is exposed to interest rate risk on its cash and cash equivalents, long-term loans and borrowings, which can have an impact on the cash flows of these instruments. The exposure to interest rate risk is managed through the Companyâs Board by using counterparties that offer the best rates which enables the Company to maximise returns whilst minimising risk.

In response to interest rate risk on the variable rate portion of the external borrowings, the Company has entered into hedge derivatives which are effective till the maturity of external borrowings.

Foreign currency risk

In the normal course of business the Company enters into transactions denominated in Indian Rupees and few transactions in foreign currencies. The Company has also taken external commercial borrowings denominated in US$. As a result, the Company is subject to exposure from fluctuations in foreign currency exchange rates. The Company utilises forward exchange contracts and currency options to minimise foreign currency exchange risk on external commercial borrowings in terms of its risk management policy. All forward exchange contracts and currency options are supported by underlying transactions.

The hedges in respect of currency risk are expected to mature in line with the maturity of external commercial borrowings.

There was no ineffectiveness to be recorded from the cash flow hedges.

Commodity price and procurement risk

Commodity price risk arises from the risk of an adverse effect on current or future earnings from fluctuations in the prices of commodities.

The principal directive is to procure commodities at the lowest cost to meet forecast requirements, both internally and for external sales. The overall procurement strategy and net positions are reported monthly to the Board and the oversight committees. The oversight committees are responsible for the setting of the monthly company view with regard to future price movements. The daily trading by the procurement teams are restricted in terms of this company view, unless prior approval is obtained from the Procurement Committees.

Capital risk management

The Boardâs policy is to maintain a strong capital base so as to maintain shareholder, creditor and market confidence and to sustain the future development needs of the business. The Board monitors both the spread of shareholders return on equity (which is defined as profit for the year expressed as a percentage of average total equity) and the level of dividends paid to shareholders. There were no changes to the Companyâs approach to capital management during the year.

(i) Gratuity (Funded)

The Company makes annual contributions to the gratuity fund managed by ICICI Prudential Life Insurance Company Ltd., a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of 6 months. Vesting occurs only upon completion of 5 years of service, except in case of death or permanent disability. The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date by an independent actuary appointed by the Company.

(ii) Compensated absences (Non Funded)

The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date by an independent actuary appointed by the Company.

9.1 SEGMENT REPORTING

Business segment

The Companyâs management examines the Companyâs performance both from a product and geographic perspective and has identified three reportable segments of its business. The âPoultry and Poultry Productsâ segment produces and sells chicks, grownup commercial broiler and layer, processed chicken, S.P.F. eggs, poultry feed and other miscellaneous poultry products. The âAnimal Health Productsâ segment produces and sells medicines and other health products for birds. The âOilseed Segmentâ produces and sells edible refined soya oil and soya de-oiled cake.

The operating businesses are organised and managed separately according to the nature of the products, with each segment representing a strategic business unit that offers different products and serves different markets. Transfer price between segments are measured on the basis of price charged for inter segment transfers. Segment revenue includes transfer between inter segments. Those transfers are eliminated in total revenue. Corporate expenses are allocated to other segments at cost. Geographical segment

Revenue and receivables are specified by location of customers while other geographic information is specified by location of the assets.

10 RELATED PARTIES DISCLOSURES

I NAMES OF RELATED PARTIES AND DESCRIPTION OF RELATIONSHIP

a. Key Management Personnel and their relatives

1 Mrs. Anuradha J. Desai

2 Mr. B. Venkatesh Rao

3 Mr. B. Balaji Rao

4 Mr. Jitendra M. Desai

b. Members of same group

(i) Party that exercises control

Venkateshwara Hatcheries Private Limited - Holding Company

(ii) Fellow subsidiaries

Bala Industries and Entertainment Private Limited Note:

Pursuant to the Scheme of Amalgamation, Eastern Hatcheries Private Limited, an erstwhile fellow subsidiary company has been merged with the Holding Company M/s Venkateshwara Hatcheries Private Limited w.e.f. 1st April 2015. Accordingly, the transactions and balances of previous year ended on 31st March 2017 are regrouped with the transactions and balances of Venkateshwara Hatcheries Private Limited.

c. Entity which is a post-employment benefit plan

1 Venkyâs (India) Limited Employees Group Gratuity Scheme with ICICI Prudential Life Insurance Company Limited

2 Venkyâs (India) Limited Officers Superannuation Scheme with ICICI Prudential Life Insurance Company Limited

3 Venkyâs (India) Limited Officers Superannuation Scheme / Trust with Life Insurance Corporation.

d. Entity which is controlled or jointly controlled by a person identified in (a)

1 Venkateshwara Foods & Feeds (Firm)

2 Uttara Foods and Feeds Private Limited

3 All India Poultry Development And Services Private Limited

4 Uttara Impex Private Limited

5 B.V. Bio Corp Private Limited

6 Venkateshwara Biofeed Private Limited

7 Srivenk Investments and Finance Private Limited

e. A person identified in (a) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity)

1 Venco Research and Breeding Farms Private Limited

2 Venkateshwara Research And Breeding Farm Private Limited

3 Wayward Acres, Inc.

# Outstanding receivables from related parties arise mainly from sales transactions and are due within 60 days following the date of transaction. These receivables are unsecured in nature and are interest free. No provision for impairment was made against receivable from related parties in current as well as previous year.

Outstanding payables to related parties arise mainly from purchase transactions and are due within 60 days following the date of transaction. These payables are interest free.

11 During the current financial year, a notice was issued to the Company under provisions of section 148 and 153A of the Income Tax Act, 1961, directing the Company to furnish return of its income for the financial years 2010-11 to 2016-17. Consequently, the additional income tax liability of Rs. 1,396.80 Lakhs pursuant to such revision / re-computation of the tax liability for the aforesaid financial years has been paid and provided by the Company during the year. The additional tax liability is included and disclosed under the "tax adjustments in respect of earlier period" in the statement of Profit and Loss.

The Company has prepared and presented its first set of IND AS compliant financial statements for the year ended 31 March 2017 with comparative financial year ended 31 March 2016. The financial statements for the year ended 31 March 2016 have been accordingly restated from then Indian GAAP to IND AS. Accordingly as per the requirements of IND AS, the Company valued certain biological assets at its fair market value less cost to sales as at 31 March 2017 as well as 31 March 2016 in accordance with IND AS 41 on Agriculture and IND AS 113 on Fair Value Measurement. The matter on taxability of the difference of fair value over the cost as at 31st March 2016 being the transitional adjustment had been referred to an independent tax consultant. Based on the professional advice received from the tax consultant, the excess of such fair value of biological assets as at 31 March 2016 over the corresponding value of inventories as reported under financial statements for the year ended 31 March 2016, of Rs. 1,732.69 Lakhs have been offered to income tax voluntarily by the Company for the financial year 201617 and income tax of Rs. 599.65 Lakhs has been paid as well as provided during the year and is disclosed under "tax adjustments in respect of earlier period" in the statement of Profit and Loss.

Interest on above payments of Rs. 287.03 Lakhs has been paid during the year and is disclosed under âfinance costâ in the statement of Profit and Loss.

12 Previous yearâs figures have been regrouped/recast/rearranged wherever necessary in order to conform to current yearâs presentation. Previous yearâs figures have been audited by a firm of chartered accountants other than B. D. Jokhakar & Co.

13 The Board of Directors, in itâs board meeting held on 03 May 2018, approved the financial statements for issue and the financial statements does not include any events after this date.

Mar 31, 2017

1 FIRST TIME ADOPTION TO IND AS

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 1 April 2016 with a transition date of 1 April 2015. These financial statements for the year ended 31 March 2017 are the first financial statements the Company has prepared under Ind

AS. For all periods up to and including the year ended 31 March 2016, the Company prepared its financial statements in accordance with the accounting standards notified under the section 133 of the Companies Act, 2013 read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (herein after referred to as âPrevious GAAPâ) used for its statutory reporting requirement in India immediately before adopting Ind AS. The adoption of Ind AS has been carried out in accordance with Ind AS 101, First Time Adoption of Indian Accounting Standards. Accordingly, the Company has prepared financial statements which comply with Ind AS for the year ended 31 March 2017, together with the comparative period data as at and for the year ended 31 March 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Companiesâ opening balance sheet was prepared as at 1 April 2015, the Company''s date of transition to Ind AS.

This note explains the principal adjustments made by the Company in restating its Previous GAAP financial statements, including the balance sheet as at 1 April 2015 and the financial statements as at and for the year ended 31 March 2016.

Exemptions availed on first time adoption of Ind AS 101

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

(a) Business Combinations

Ind AS 103 Business Combinations has not been applied to business acquisitions that occurred before 1 April 2015. Use of this exemption means that the Indian GAAP carrying amounts of assets and liabilities, that are required to be recognized under Ind AS, is their deemed cost at the date of the acquisition. After the date of the acquisition, measurement is in accordance with Ind AS. Assets and liabilities that do not qualify for recognition under Ind AS are excluded from the opening Ind AS balance sheet. The Company did not recognize or exclude any previously recognized amounts as a result of Ind AS recognition requirements.

Ind AS 101 also requires that Indian GAAP carrying amount of goodwill must be used in the opening Ind AS balance sheet (apart from adjustments for goodwill impairment and recognition or derecognition of intangible assets). In accordance with Ind AS 101, the Company has tested goodwill for impairment at the date of transition to Ind AS. No goodwill impairment was deemed necessary as at 1 April 2015.

(b) Property, plant and equipment and intangible assets

The Company has elected to continue with the carrying value for all of its property, plant and equipment and Intangible assets as recognized in its Indian GAAP financial statements as deemed cost as at the transition date.

Appendix C to Ind-AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind-AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the Company has used Ind AS 101 exemption and assessed all arrangements based on conditions in place as at the date of transition.

(d) Estimates

The estimates at 1 April 2015 and at 31 March 2016 are consistent with those made for the same dates in accordance with Indian GAAP. The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at 1 April 2015, the date of transition to Ind AS and as of 31 March 2016.

(e) Classification and measurement of financial assets/ financial liabilities

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

2. Reconciliations

The following reconciliations provide the effect of transition to Ind AS from Previous GAAP in accordance with Ind AS 101

2. Equity as at 1 April 2015 and 31 March 2016

4. Net profit for the year ended 31 March 2016

5. Equity reconciliation as at 1 April 2015

6. Changes in Cash Flow Statement

7. Reconciliation of equity as previously reported under Previous GAAP to Ind AS

Footnotes to the reconciliation of equity:

Notes:

i. Under Indian GAAP, there was no bifurcation between inventories and biological assets and both were valued at cost or net realizable value, whichever is lower. Under Ind AS, consumable biological assets are to be measured at fair value less cost to sell at each reporting date.

ii. Under Indian GAAP, the Company has amortized goodwill arising on business acquisition over the period of five (5) years. Under Ind AS, goodwill is not amortized but tested for impairment.

iii. Under Indian GAAP, proposed dividends are recognized as a liability in the period to which they relate, irrespective of when they are declared. Under Ind AS, a proposed dividend is recognized as a liability in the period in which it is declared by the company (usually when approved by shareholders in a general meeting) or paid.

iv. Under Indian GAAP, transaction costs incurred in connection with interest bearing loans and borrowings are amortized upfront and charged to profit or loss for the period. Under Ind AS, such expenditure are considered for calculating effective interest rate. The impact for the periods up-to the date of transition is adjusted with the retained earnings.

v. Under Indian GAAP, interest free lease security deposits paid/received and interest free loans and advances to employee are reported at their transaction values. Under Ind AS, interest free security deposits, loans and advances are measured at fair value on initial recognition and at amortized cost on subsequent recognition. The difference between the transaction value and fair value of the lease deposit, employee loans and advances at initial recognition is treated as prepaid/advance rentals and prepaid employee cost respectively. The amount pertaining to the period put- the date of transition is recognized in retained earnings on a straight line basis over the lease and loan term.

vi. Under Indian GAAP, current investments were measured at lower of cost or net realizable value. Under Ind AS, financial assets other than those valued at amortized cost are subsequently measured at fair value. Investments in mutual funds, have been classified as fair value through statement of profit and loss and changes in fair value on the transition date is recognized in the retained earnings.

vii. Under Indian GAAP, capital grants received in respect of fixed assets are allowed to be recognized directly in retained earnings. Under Ind AS, such grants are to be amortized on a systematic basis in profit and loss account.

viii. Under Indian GAAP, deferred taxes are recognized using income statement approach i.e. reflecting the tax effects of timing differences between accounting income and taxable income for the period. The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against income approach under Indian GAAP) for computation of deferred tax upto the transition date has resulted in consequential impact to retained earnings.

Footnotes to the changes in Cash Flow Statement

i. Under Indian GAAP, the Company has amortized goodwill arising on business acquisition over the period of five (5) years. Under Ind AS, goodwill is not amortized but tested for impairment.

ii. Under Indian GAAP, interest free lease security deposits paid/received and interest free loans and advances to employee are reported at their transaction values. Under Ind AS, interest free security deposits, loans and advances are measured at fair value on initial recognition and at amortized cost on subsequent recognition. The difference between the transaction value and fair value of the lease deposit, employee loans and advances at initial recognition is treated as prepaid/advance rentals and prepaid employee cost respectively. The amount pertaining to the period put- the date of transition is recognized in retained earnings on a straight line basis over the lease and loan term.

Notes:

1 Gross carrying value includes land and buildings of Rupees 1098.66 lakhs (previous year : Rupees 1098.66 lakhs) and Rupees 574.37 lakhs (previous year : Rupees 574.37 lakhs) respectively for which title deed is yet to be executed as at 31 March 2017.

2 Includes freehold land having a book value of Rupees 98.68 lakhs (previous year : Rupees 98.68 lakhs) is jointly owned by the company with the ownership right to the extent of twenty five percent.

3 Net carrying value includes land and buildings of Rupees 6,313.39 lakhs (previous year : Rupees 5729.10 lakhs) and Rupees 15,503.93 lakhs (previous year : Rupees 15,738.01 lakhs) respectively which has restrictions on their title against various long term and short term facilities.

Notes:

6 Goodwill relates to the acquisition of North based poultry and packaging division from Venkateshwara Hatcheries Private Limited in the year 2013-14 situated at Naraingarh - Haryana, Nalagarh - Himachal Pradesh and Ludhiyana -Punjab. These divisions are engaged in the production of commercial layer chicks and packing boxes for day old chicks and eggs.

The Company has performed its annual impairment test in March 2016 and March 2017. The Company considers relationship between its market capitalization and its book value, among other factors, when reviewing for the indicators of impairment. The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management, which include assumptions on profit before interest and tax, depreciation, working capital movements and capital maintenance expenditure. As at 31 March 2017, there were no indicators for the impairment of goodwill based on the assessment done by the Management.

Key assumptions used in impairment testing are as follows:

Discount rate - pre-tax (%) - 18%

Discount rate - post-tax (%) - 12%

Perpetuity growth rate (%) - 3%

Period (years) - 5

The perpetuity growth rate is consistent with long-term industry growth forecasts.

The discount rate reflects specific risks relating to the CGU.

(e) There are no shares reserved for issue under options or contracts/commitments for the sale of shares/ disinvestment as at 31 March 2017 and 31 March 2016.

(f) The Company has allotted fully paid up 4,695,779 bonus shares during the year 2015-16 ranking pari passu with the existing shares in the company without payment being received in cash.

(h) The Company does not have any securities convertible into equity or preference shares as at 31 March 2017 and 31 March 2016.

(i) The Board of Directors, in it''s meeting on 22 May 2017, proposed final dividend of Rupees 6/- per equity share. The total dividend appropriation for the year ended 31 March 2017 amounts to Rupees 1017.31 lakhs including dividend distribution tax of Rupees 172.07 lakhs. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(j) For the year ended 31 March 2016, the amount of per share dividend recognized as distribution to equity shareholders was Rupees 5/- towards final dividend as recommended for the year 31 March 2016. The total dividend appropriation for the year ended 31 March 2016 amounted to Rupees 847.76 lakhs including dividend distribution tax of Rupees 143.39 lakhs.

(k) The Company does not have any unpaid calls.

20 Details of securities, guarantees, rate of interest and terms of repayments:

(i) Rupee loan-I (Secured) :

Rupee term loan from IDBI Bank Limited amounting to Rupees 1,666.67 lakhs outstanding as at 31 March 2017 (previous year Rupees 2,777.77 lakhs) carries an interest rate of sum of bank borrowing rate (BBR) as increased by 150 basis points per annum. The loan is repayable in 54 equal monthly installments commencing from 1 April 2014. The loan is secured by way of second charge on movable fixed assets of the Company in form of plant & machinery, electrical installations, vehicles, furniture and fixtures, office equipments, etc. and on the entire current assets of the Company.

(ii) Rupee loan- II (Secured) :

Rupee term loan from State Bank of India amounting to Rupees 4,370.36 lakhs outstanding as at 31 March 2017 (previous year Rupees 7,913.36 lakhs) carries an interest rate of 2% above BR present effective rate 12% per annum with monthly rests (including tenor premium). The loan is repayable in 19 quarterly installments commencing from June 2015. The loan is secured by way of hypothecation on moveable assets of the Company situated at Packaging Division, Gadapur, PO Jodhewal, Basti and hypothecation on moveable assets and mortgage of immovable properties situated at (a) Morwadi, Kikwi, Bhor, Pune. (b) AHP and Feed Mill, Osade, Velhe, Pune. (c) Sountli, PO Shahzadpur, Tehsil Naraingarh, District Ambala, State Haryana, (d) Patvi, Tehsil Naraingarh, District Ambala, State Haryana. (e) Dhamouli/Patheri, Tehsil Naraingarh, District Ambala, State Haryana. (f) Dikadala and Jorasi, Tehsil Samalakha, District Panipat, Haryana. (g) Larsauli, Tehsil Ganapur, District Sonepat, State Haryana. (h) Srini, Naugaon, Pargana Pachwa doon, District Dehradun, State Uttaranchal.

(iii) Rupee loan - III (Secured) :

Rupee term loan from IFCI Limited amounting to Rupees 4,362.50 lakhs outstanding as at 31 March 2017 (previous year Rupees 4,362.50 lakhs) carries an interest rate of 0.8% above BR present effective rate 12.2% per annum with half yearly rests (including tenor premium). The loan is repayable in 7 equal half yearly installments starting from end of 24^th month. The loan is secured by way of an exclusive first charge by way of hypothecation of borrower''s all movable assets and mortgage over immovable properties situated at following locations:(a) IID center, Govindnagar, District Kathua (b)Village Lohagaon,Taluka Haveli, Pune (c)Village Khopodi, Taluka Daund, District Pune (d) Village Mogar and Village Vadod, Tal Anand, Gujrat.

(e) Village Bhandgaon, Taluka Daund, District Pune. (f) Village Salumbre, Taluka Maval, District Pune. The loan is secured by a corporate guarantee by Venkateshwara Hatcheries Private Limited.

(iv) Rupee loan - IV (Secured) :

Rupee Term Loan from Mahindra and Mahindra Financial Services Limited amounting to Rupees 1,152.75 lakhs outstanding as at 31 March 2017 (previous year Rupees NIL) carries an interest rate of 3.20% over and above SBI Base rate which at the time of availing loan is 9.30 per annum with monthly rest. The loan is repayable in 48 equated monthly installments starting from date of disbursement. The loan is secured by way of an exclusive first charge by way of mortgage of land and building and hypothecation of machinery, including machinery spares, tools and accessories, electrical installation and fixtures situated at (a) Plot no. E-256,Phase 8-B, Sector74, SAS Nagar Mohali, Punjab (b) Commercial Shop no.15, Ground Floor white square S.No.42/1,49/3,48/4, Vill. Wakad, Hinjewadi Road, Tal: Mulshi, District Pune. (c) Commercial Shop No.13,14,15, Ground Floor, Girme Heights, S.No. 62, Hissa no. 12, Salunkhe Vihar Road, Wanawadi, Pune. (d) S.No. 320/3, 321/3, 321/3, 321/4, off- Indore-Ujjain Highway, Vill Rajoda,Teh - Sanwer, District Indore. The loan is also secured by a corporate guarantee of Venkateshwara Hatcheries Private Limited.

(v) External commercial borrowings - I (Secured):

The Company has availed external commercial borrowings (ECB -I) from ICICI Bank Limited amounting to Rupees 7,183.32 lakhs outstanding as at 31 March 2017 (previous year Rupees 8,908.40 lakhs) into two tranches for financing its expansion plans. ECB-I is repayable in 11 half yearly predetermined installments commencing from 3 April 2013 and is denominated in US$. It carries an interest rate of 6 month USD LIBOR plus 4.5 percent per annum. Taking the currency risks in the cash flows arising out of fluctuations of USD LIBOR rates and also the currency fluctuations, the Company has entered into hedge agreements with its bankers. Further, the repayment of said liability in respect of the ECB-I is also fixed at predetermined exchange rate pursuant to the hedge agreements. ECB-I is secured by an exclusive mortgage of land, building and immovable plant and machinery at processing plant situated at Baur Kamshet, Pune, Feed Mill and Oilseed plant at Solapur, poultry farm at Village Bhigwan and SPF Plant at Pasure Bhor.

(vi) External commercial borrowings - II (Secured):

The Company has availed external commercial borrowings (ECB - II) from ICICI Bank Limited amounting to Rupees 5,697.04 lakhs outstanding as at 31 March 2017 (previous year Rupees 6,729.15 lakhs) for financing it''s expansion plans. ECB-II is repayable in 11 half yearly predetermined installments commencing from 5 August 2015 and is denominated in US$. It carries an interest rate of 6 month USD LIBOR plus 4.25 percent per annum. Taking the currency risks in the cash flows arising out of fluctuations of USD LIBOR rates and also the currency fluctuations, the Company has entered into hedge agreements with its bankers. Further, the repayment of said liability in respect of the ECB - II is also fixed at predetermined exchange rate pursuant to the hedge agreements subject to caps. ECB - II is secured by an

exclusive charge on the properties of the Company situated at Village Tondal, Taluka Purandar, District Pune, Nanded property and at Village Kouthadi, Taluka Daund, District Pune and extension of charge on land and buildings at Khadki and processing plant situated at Village Baur, Kamshet already charged to ICICI Bank Limited. Further, ECB- II is secured by an exclusive hypothecation of all future moveable assets of the company acquired/to be acquired from the loan facilities extended by the bank.

* The above scheme are interest free

There are no material amount in respect of default of repayment of borrowings and interest as at 31 March 2017 or 31 March 2016.

24 Details of securities and guarantees

(i) Loan repayable on demand - Cash Credit facilities:

The cash credit facilities except cash credit taken from ICICI Bank are secured by way of first charge on the entire current assets of the Company on pari passu basis.

(ii) FCNR (B) :

The short-term loan from ICICI Bank Limited in USD amounting to Rupees âNil'' outstanding as at 31 March 2017 (previous year Rupees 2,446.18 Lakhs) and cash credit facilities in Rupees amounting to balance of Rupees 2,963.50 lakhs outstanding as at 31 March 2017 (previous year Rupees (61.48) lakhs) is secured on first charge by way of hypothecation of the company''s entire stocks of raw materials, semi-finished and finished goods, consumables stores and spares and such other movables including book debts, bills whether documentary or clean, outstanding monies, receivables, both present and future, in a form and manner satisfactory to the bank, ranking pari passu with other participating consortium banks.

(iii) Short term loans :

(i) The short-term loans from State Bank of India, Industrial Development Bank of India and HDFC Bank amounting to Rupees 9,650.00 lakhs (previous year Rupees 9,930.00 lakhs) are secured by way of hypothecation of first charge on all current assets of the company on pari passu basis.

(ii) The short-term loan from ICICI Bank Limited amounting to Rupees 7,000.00 lakhs outstanding as at 31 March 2017 (previous year Rupees 7,500.00 lakhs) is secured by an extension of charge on land and buildings located at (a) Village Dikadla, Tehsil Samalkha, District Panipat, State Haryana, (b) Plot No.55, Sansarpur terrace, District Kangra, State Himachal Pradesh, (c) Village Laider, Tehsil Bara, District Allahabad, State Uttar Pradesh, (d) Processing Plant at Baur Kamshet, Pune, (e) Feed Mill and Oilseed Plant at Solapur, (f) Poultry farm at Village Bhigwan and (g) SPF Plant at Pasure Bhor and by way of hypothecation of movable fixed assets acquired/ to be acquired out of Rupees term loan and external commercial borrowings obtained from ICICI Bank Limited at these locations.

M 1 n\

(iii) The short-term loan from Axis Bank Limited amounting to Rupees 1,347.59 lakhs outstanding as at 31 March 2017 (previous year Rupees 5,949.86 lakhs) is secured by an exclusive charge by way of hypothecation of plant and machinery and mortgage of land and buildings of the Mouje Kondiwade Taluka Maval District Pune and Mouje Bori Aindi Taluka Daund, District Pune.

(iv) The short-term loan from Kotak Mahendra Bank Limited amounting to Rupees âNil'' outstanding as at 31 March 2017 (previous year Rupees 1,638.00 lakhs) is secured by subservient charge on all existing and future movable and immovable fixed assets of the company.

There are no material amount in respect of default of repayment of borrowings and interest as at 31 March 2017 or 31 March 2016.

* Current maturity of long term debts are presented under other financial liabilities are added to borrowings.

Fair value estimation

Ind AS 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

- Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The following table presents the Company''s assets and liabilities that are measured at fair value as at:

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm''s length basis. The quoted market price used for financial assets held by the company is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise of investments in mutual funds.

The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. Instruments included in Level 2 comprise of derivative assets taken for hedging purpose.

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

The following valuation techniques and significant inputs were used to measure the level 3 inputs.

In measuring the fair value of biological assets, management estimates and judgments are required for the determination of fair value. These estimates and judgments relate to the market prices, average weight and quality of animals and mortality rates.

8.3 FINANCIAL RISK MANAGEMENT Financial risk factors

This note presents information about the Company''s exposure to financial risks, the Company''s objectives, policies and processes for measuring and managing these risks and the Company''s management of capital.

The Company''s financial instruments consist primarily of cash and cash equivalents, investment in mutual funds, derivatives taken for hedge purpose, loans receivable, trade and other receivables and payables and long term and short borrowings. In the normal course of business, the Company is exposed to credit, liquidity and market risk. In order to manage certain of these risks, the Company may enter into transactions which make use of derivatives. They include forward exchange contracts, interest rate swaps, cross currency swaps and options. A separate committee is used to manage the risks and the hedging activities of the Company. The Company does not speculate in derivative instruments. Certain of the Company''s forward exchange contracts qualify as designated hedges for accounting purposes. Their fair values are disclosed in note 3.5.

The Board has overall responsibility for the establishment and oversight of the Company''s risk management framework.

The Board has established the Risk Committee which is responsible for developing and monitoring the Company''s risk management policies. The Risk Committee reports regularly to the Board on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training, management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Audit Committee oversees how management monitors compliance with the Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

Credit risk

The Company''s exposure to credit risk with regards to trade and other receivables is influenced mainly by the individual characteristics of each customer and there is no significant concentration of risk related to industry segments. The granting of credit is controlled by well-established criteria that are reviewed on a regular basis. The terms granted to trade debtors are determined by the respective credit policies of each operating segment. The maximum exposure to credit risk at the reporting date is the carrying amount of each trade receivable (refer to note 4.4).

The credit risk surrounding trade receivables is assessed as low as the counterparties represent large, well established trading companies within India.

The credit policy requires each new customer to be analysed individually for credit worthiness before delivery and payment terms are offered.

The Company''s review includes external ratings where available and in some cases bank references. Limits are established for each customer which represents the maximum trading amount without requiring

further approval. These limits are reviewed on an ongoing basis. Customers that fail to meet the Company''s benchmark creditworthiness may transact with the Company on a cash basis. Customers that default on payments are closely monitored and put on âstop supplyâ if required.

Security deposits includes amounts due in respect of certain distribution and lease contracts.

The risk of default is considered low as the counterparties represent large, well established trading companies within India.

The credit risk surrounding loans receivable is assessed as low risk.

Derivative instruments are limited to transactions with financial institutions with an acceptable credit rating.

Liquidity risk

The Company actively monitors its cash flows to ensure there is sufficient cash available to meet its working capital requirements. Due to the dynamic nature of the underlying businesses, the Company maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company''s cash and cash equivalents on the basis of expected cash flow.

The Company''s current trade and other payables are all due within one year.

The table below summarises the maturity profile of the Company''s financial liabilities as at 31 March 2017 based on contractual undiscounted payments:

Market risk Interest rate risk

The Company is exposed to interest rate risk on its cash and cash equivalents, long-term loans and borrowings, which can have an impact on the cash flows of these instruments. The exposure to interest rate risk is managed through the Company''s Board by using counterparties that offer the best rates which enables the Company to maximize returns whilst minimizing risk.

In response to interest rate risk on the variable rate portion of the external borrowings, the Company has entered into hedge derivatives which is effective till the maturity of external borrowings.

Foreign currency risk

In the normal course of business the Company enters into transactions denominated in Indian Rupees and few transactions in foreign currencies. The Company has also taken external commercial borrowings denominated in US$. As a result, the Company is subject to exposure from fluctuations in foreign currency exchange rates. The Company utilizes forward exchange contracts and currency options to minimize foreign currency exchange risk on external commercial borrowings in terms of its risk management policy. All forward exchange contracts and currency options are supported by underlying transactions.

The hedges in respect of currency risk are expected to mature in line with the maturity of external commercial borrowings.

There was no ineffectiveness to be recorded from the cash flow hedges.

Commodity price and procurement risk

Commodity price risk arises from the risk of an adverse effect on current or future earnings from fluctuations in the prices of commodities.

Capital risk management

The Board''s policy is to maintain a strong capital base so as to maintain shareholder, creditor and market confidence and to sustain the future development needs of the business. The Board monitors both the spread of shareholders return on equity (which is defined as profit for the year expressed as a percentage of average total equity) and the level of dividends paid to shareholders. There were no changes to the Company''s approach to capital management during the year.

(b) Plan description : Gratuity and compensated absences plan

(i) Gratuity (Funded)

(ii) Compensated absences (Non Funded)

8. SEGMENT REPORTING Business segment

The Company''s management examines the Company''s performance both from a product and geographic perspective and has identified six reportable segments of its business. The âPoultry and Poultry Products'' segment produces and sells chicks, grownup commercial broiler and layer, processed chicken, S.P.F. eggs, poultry feed and other miscellaneous poultry products. The â Animal Health Products'' segment produces and sells medicines and other health products for birds. The âOilseed Segment'' produces and sells edible refined soya oil and soya de-oiled cake. The operating businesses are organized and managed separately according to the nature of the products, with each segment representing a strategic business unit that offers different products and serves different markets.

Transfer price between segments are measured on the basis of price charged for inter segment transfers. Segment revenue includes transfer between inter segments. Those transfers are eliminated in total revenue. Corporate expenses are allocated to other segments at cost.

Geographical segment

Revenue and receivables are specified by location of customers while other geographic information is specified by location of the assets.

Additional information:

The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature of the products, the differing risks and returns, the organizational structure and internal reporting system.

Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis. The expenses, which are not directly relatable to the business segment, are shown as unallocated corporate cost. Assets and liabilities that cannot be allocated between the segments are shown as unallocated corporate assets and liabilities respectively.

9.RELATED PARTIES DISCLOSURES

I NAMES OF RELATED PARTIES AND DESCRIPTION OF RELATIONSHIP

a. Key Management Personnel and their relatives

1 Mrs. Anuradha J. Desai

2 Mr. B. Venkatesh Rao

3 Mr. B. Balaji Rao

4 Mr. Jitendra M. Desai

b. Members of same group

(i) Party that exercises control

Venkateshwara Hatcheries Private Limited - Holding Company

(ii) Fellow subsidiaries

1 Eastern Hatcheries Private Limited

2 Bala Industries and Entertainment Private Limited

c. Entity which is a post-employment benefit plan

1 Venky''s (India) Limited Employees Group Gratuity Scheme with ICICI Prudential Life Insurance Company Limited

2 Venky''s (India) Limited Officers Superannuation Scheme with ICICI Prudential Life Insurance Company Limited

3 Venky''s (India) Limited Officers Superannuation Scheme / Trust with Life Insurance Corporation.

d. Entity which is controlled or jointly controlled by a person identified in (a)

1 Venkateshwara Foods & Feeds (Firm)

2 Uttara Foods and Feeds Private Limited

3 All India Poultry Development And Services Private Limited

4 Uttara Impex Private Limited

5 B.V. Bio Corp Private Limited

6 Srivenk Investments and Finance Private Limited

e. A person identified in (a) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity)

1 Venco Research and Breeding Farms Private Limited

2 Venkateshwara Research And Breeding Farm Private Limited

3 Wayward Acres, Inc.

* For the purpose of this clause, the term âSpecified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic affairs number S.0.3407(E), dated 8 November 2016.

** Permitted reciepts represents collection towards sales at various branches of the Company prior to 8 November 2016, in Specified Bank Notes, booking of which into the accounting system was delayed to the later date on account of technical issues. Permitted payments represents payment made towards various operating/ administrative expenses.

10. During May 2017 the Income Tax Department initiated proceedings against the Company under Section 132 of the Income Tax Act, 1961. The impact if any, of on account of the said proceedings on the financial statements is currently not ascertainable.

11. The Board of Directors, in it''s board meeting held on 22 May 2017, approved the financial statements for issue and the financial statements does not include any events after this date.

Mar 31, 2016

- Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

- Contingent assets are not recognized in the financial statements.

(b) Terms, rights and restrictions attached to equity shares :

The Company has only one class of equity shares having a par value of Rupees 10/- per share. Each shareholder is entitled to vote in proportion to his share of the paid up equity capital of the Company except upon voting by âShow of handsâ where one shareholder is entitled to one vote. The Company declares and pays dividend in Indian Rupees.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts in proportion to their shareholdings.

(e) There are no shares reserved for issue under options or contracts/commitments for the sale of shares/ disinvestment as at 31^st March, 2016 and 31^st March, 2015.

(f) The Company has allotted fully paid up 46,95,779 bonus shares during the year ranking pari passu with the existing shares in the Company without payment being received in cash.

(h) The Company does not have any securities convertible into equity or preference shares as at 31^st March, 2016 and 31^st March, 2015.

(i) The Board of Directors, in it''s meeting on 27^th May, 2016, proposed final dividend of Rupees 5 per equity share. The total dividend appropriation for the year ended 31^st March, 2016 amounts to Rupees 847.76 lacs including dividend distribution tax of Rupees 143.39 lacs. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(j) For the year ended 31^st March, 2015, the amount of per share dividend recognized as distribution to equity shareholders was Rupees 5/- towards final dividend. The total dividend appropriation for the year ended 31^st March, 2015 amounted to Rupees 565.18 lacs including dividend distribution tax of Rupees 95.60 lacs.

(k) The Company does not have any unpaid calls.

Details of securities, terms of repayments and rate of interest :

(i) Rupee loan-I (Secured) :

Rupee term loan from IDBI Bank Limited amounting to Rupees 2,777.77 lacs outstanding as at 31^st March, 2016 (previous year Rupees 3,888.89 lacs) carries an interest rate of sum of bank borrowing rate (BBR) as increased by 150 basis points per annum. The loan is repayable in 54 equal monthly installments commencing from 1^st April, 2014. The loan is secured by way of second charge on movable fixed assets of the Company in form of plant & machinery, electrical installations, vehicles, furniture and fixtures, office equipments, etc and on the entire current assets of the Company.

(ii) Rupee loan- II (Secured) :

Rupee term loan from State Bank of India amounting to Rs. 7,913.36 lacs outstanding as at 31^st March, 2016 (previous year Rs. 5,000.00 lacs) carries an interest rate of 2% above BR present effective rate 12% per annum with monthly rests (including tenor premium). The loan is repayable in 19 quarterly installments commencing from June, 2015. The loan is secured by way of hypothecation on moveable assets of the Company situated at Packaging Division, Gadapur, PO Jodhewal, Basti and hypothecation on moveable assets and mortgage of immovable properties situated at (a) Morwadi, Kikwi, Bhor, Pune. (b) AHP and Feed Mill, Osade, Velhe, Pune. (c) Sountli, PO Shahzadpur, Tehsil Naraingarh, District Ambala, State Haryana, (d) Patvi, Tehsil Naraingarh, District Ambala, State Haryana. (e) Dhamouli/Patheri, Tehsil Naraingarh, District Ambala, State Haryana. (f) Dikadala and Jorasi, Tehsil Samalakha, District Panipat, Haryana. (g) Larsauli, Tehsil Ganapur, District Sonepat, State Haryana. (h) Srini, Naugaon, Pargana Pachwa doon, District Dehradun, State Uttaranchal.

(iii) Rupee loan - III (Secured) :

Rupee term loan from IFCI ltd amounting to Rupees 4,362.50 lacs outstanding as at 31^st March, 2016 (previous year Rupees NIL) carries an interest rate of 0.8% above BR present effective rate 12.2% per annum with half yearly rests (including tenor premium). The loan is repayable in 7 equal half yearly installments starting from end of 24^th month. The loan is secured by way of an exclusive first charge by way of hypothecation of borrower''s all movable assets and mortgage over immovable properties situated at following locations:(a) IID center, Govindnagar,District Kathua (b)Village Lohagaon,Taluka Haveli,Pune (c)Village Khopodi, Taluka Daund, District Pune (d) Village Mogar and Village Vadod, Tal Anand, Gujrat. (e) Village Bhandgaon, Taluka Daund, District Pune. (f) Village Salumbre, Taluka Maval, District Pune. The loan is secured by a corporate guarantee by Venkateshwara Hatcheries Private Limited.

(iv) External commercial borrowings - I (Secured):

The Company has availed external commercial borrowings (ECB - I) from ICICI Bank Limited amounting to Rupees 8,908.40 lacs outstanding as at 31^st March, 2016 (previous year Rupees 9,399.43 lacs) into two tranches for financing its expansion plans. ECB-I is repayable in 11 half yearly predetermined installments commencing from 3^rd April, 2013 and is denominated in US$. It carries an interest rate of 6 month USD LIBOR plus 4.5 percent per annum. Taking the currency risks in the cash flows arising out of fluctuations of USD LIBOR rates and also the currency fluctuations, the Company has entered into hedge agreements with its bankers. Further, the repayment of said liability in respect of the ECB-I is also fixed at predetermined exchange rate pursuant to the hedge agreements. ECB-I is secured by an exclusive mortgage of land, building and immovable plant and machinery at processing plant situated at Baur Kamshet, Pune, Feed Mill and Oilseed plant at Solapur, poultry farm at Village Bhigwan and SPF Plant at Pasure Bhor.

(v) External commercial borrowings - II (Secured):

The Company has availed external commercial borrowings (ECB - II) from ICICI Bank Limited amounting to Rupees 6,729.15 lacs outstanding as at 31^st March, 2016 (previous year Rupees

6,747.53 lacs) for financing it''s expansion plans. ECB-II is repayable in 11 half yearly predetermined installments commencing from 5^th August, 2015 and is denominated in US$. It carries an interest rate of 6 month USD LIBOR plus 4.25 percent per annum. Taking the currency risks in the cash flows arising out of fluctuations of USD LIBOR rates and also the currency fluctuations, the Company has entered into hedge agreements with its bankers. Further, the repayment of said liability in respect of the ECB - II is also fixed at predetermined exchange rate pursuant to the hedge agreements subject to caps. ECB - II is secured by an exclusive charge on the properties of the Company situated at Village Tondal, Taluka Purandar, District Pune, Nanded property and at Village Kouthadi, Taluka Daund, District Pune and extension of charge on land and buildings at Khadki and processing plant situated at Village Baur, Kamshet already charged to ICICI Bank Limited. Further, ECB- II is secured by an exclusive hypothecation of all future moveable assets of the company acquired/to be acquired from the loan facilities extended by the bank.

(vi) Deferred payment liabilities (Unsecured):

The deferred sales tax liabilities shall be repaid in equal annual installments not exceeding five such installments at the expiry of 10^th year. The details of which are as stated below:

The details of securities :

(i) Loan repayable on demand - Cash Credit facilities:

The cash credit facilities except cash credit taken from ICICI Bank are secured by way of first charge on the entire current assets of the Company on pari passu basis.

(ii) FCNR (B) :

The short-term loan from ICICI Bank Limited in USD amounting to Rupees 2,446.18 lacs outstanding as at 31^st March, 2016 (previous year Rupees 1,988.27 lacs) and cash credit facilities in Rupees amounting to balance Rupees (61.48) lacs outstanding as at 31^st March, 2016 (previous year Rupees 374.68 lacs) is secured on first charge by way of hypothecation of the company''s entire stocks of raw materials, semi-finished and finished goods, consumables stores and spares and such other movables including book debts, bills whether documentary or clean, outstanding monies, receivables, both present and future, in a form and manner satisfactory to the bank, ranking pari passu with other participating consortium banks.

(iii) Short term loans :

(i) The short-term loans from State Bank of India, Industrial Development Bank of India and HDFC Bank amounting to Rupees 9,930.00 lacs (previous year Rupees 12,943.00 lacs) are secured by way of hypothecation of first charge on all current assets of the company on pari passu basis.

(ii) The short-term loan from ICICI Bank Limited amounting to Rupees 7,500.00 lacs outstanding as at 31^st March, 2016 (previous year Rupees 7,326.89 lacs) is secured by an extension of charge on land and buildings located at (a) Village Dikadla, Tehsil Samalkha, Dist. Panipat, State Haryana, (b) Plot No.55, Sansarpur terrace, Dist. Kangra, State Himachal Pradesh,

(c) Village Laider, Tehsil Bara, District Allahabad, State Uttar Pradesh, (d) Processing Plant at Baur Kamshet, Pune, (e) Feed Mill and Oilseed Plant at Solapur, (f) Poultry farm at Village Bhigwan and (g) SPF Plant at Pasure Bhor and by way of hypothecation of movable fixed assets acquired/ to be acquired out of Rupee term loan and external commercial borrowings obtained from ICICI Bank Limited at these locations.

(iii) The short-term loan from Axis Bank Limited amounting to Rupees 5,949.86 lacs outstanding as at 31^st March, 2016 (previous year Rupees 7500.00 lacs) is secured by an exclusive charge by way of hypothecation of plant and machinery and mortgage of land and buildings of the Mouje Kondiwade Taluka Maval Dist Pune and Mouje Bori Aindi Taluka Daund, District Pune

(iv) The short-term loan from Kotak Mahendra Bank Limited amounting to Rupees 1,638.00 lacs outstanding as at 31^st March, 2016 (previous year Rupees NIL) and the security for such loan is yet to be created as on 31^st March, 2016.

(b) Plan description : Gratuity and compensated absences plan

(i) Gratuity (Funded)

(ii) Compensated absences (Non Funded)

1 SEGMENT REPORTING Business segment

The primary segment reporting format is determined to be business segment as the Company''s risk and rate of return are affected predominantly by differences in the products produced. Secondary information is reported geographically. The operating businesses are organized and managed separately according to the nature of the products, with each segment representing a strategic business unit that offers different products and serves different markets.

The âPoultry and Poultry Products'' segment produces and sells chicks, grownup commercial broiler and layer, processed chicken, S.P.F. eggs, poultry feed and other miscellaneous poultry products. The â Animal Health Products'' segment produces and sells medicines and other health products for birds. The âOilseed Segment'' produces and sells edible refined soya oil and soya de-oiled cake.

Geographical segment

The Company''s secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while other geographic information is specified by location of the assets.

2 RELATED PARTIES DISCLOSURES

I. NAMES OF RELATED PARTIES AND DESCRIPTION OF RELATIONSHIP

a. Key Management Personnel and their relatives

1 Mrs. Anuradha J. Desai

2 Mr. B. Venkatesh Rao

3 Mr. B. Balaji Rao

4 Mr. Jitendra M. Desai

b. Where control exists

(i) Party that exercises control

1 Venkateshwara Hatcheries Private Limited - Holding Company

(ii) Fellow subsidiaries

1 Eastern Hatcheries Private Limited

2 Bala Industries and Entertainment Private Limited

c. Enterprises over which key management personnel and their relatives have significant influence and enterprises having a key management personnel in common where transactions have taken place during the year.

1 Venco Research and Breeding Farm Private Limited

2 Uttara Foods and Feeds Private Limited

3 B.V. Bio-Corp Private Limited

4 Venkateshwara Research and Breeding Farm Private Limited

5 Uttara Impex Private Limited

6 All India Poultry Development and Services Private Limited

7 Venkateshwara Foods & Feeds (Firm)

8 Wayward Acres Inc.

9 Previous year''s figures have been regrouped/recast/rearranged wherever necessary in order to conform to current year''s presentation.

Mar 31, 2015

1. Terms, rights and restrictions attached to equity shares :

The Company has only one class of equity shares having a par value of Rs.10/- per share.

Each shareholder is entitled to vote in proportion to his share of the paid up equity capital of the Company except upon voting by "Show of hands" where one shareholder is entitled to one vote.

The Company declares and pays dividend in Indian Rupees.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts in proportion to their shareholdings.

2. There are no shares reserved for issue under options or contracts/commitments for the sale of shares/ disinvestment as at 31st March, 2015 and 31st March, 2014.

3. The Company has neither allotted any shares as fully paid up pursuant to contracts without payments being received in cash or by way of bonus shares nor bought back any shares for the period of five years immediately preceding 31st March, 2015 or 31st March, 2014.

4. The Company does not have any securities convertible into equity or preference shares as at 31st March, 2015 and 31st March, 2014.

5. For the year ended 31st March, 2014, the amount of per share dividend recognized as distribution to equity shareholders was Rupees 5/- towards final dividend. The total dividend appropriation for the year ended 31st March, 2014 amounted to Rupees 549.38 Lacs including dividend distribution tax of Rupees 79.80 Lacs.

6. The Board of Directors, in it's meeting on 29th May, 2015, proposed final dividend of Rupees 5/- per equity share. The total dividend appropriation for the year ended 31st March, 2015 amounts to Rupees 565.18 Lacs including dividend distribution tax of Rupees 95.60 Lacs. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Details of securities, terms of repayments and rate of interest :

(i) Rupee loan-I (Secured) :

Rupee term loan from ICICI Bank Limited amounting to Rupees 469.54 Lacs outstanding as at 31st March, 2015 (previous year Rupees 939.11 lacs) carries an interest rate of sum of base rate as increased by appropriate term premia and spread per annum, subject to minimum rate of ICICI bank base rate 2.25%. The payment of interest shall be subject to statutory levies, if any. The loan is repayable in 9 half yearly equal installments commencing from 25th March, 2012. The loan is secured by an exclusive mortgage of land and buildings located at (a) Village Dikadla, Tehsil Samalkha, Dist. Panipat, State Haryana, (b) Plot no. 55, Sansarpur terrace, Dist. Kangra, State Himachal Pradesh and (c) Village Laider, Tehsil Bara, District Allahabad, State Uttar Pradesh and by way of hypothecation of movable fixed assets acquired/to be acquired out of said loan at these locations.

(ii) Rupee loan- II (Secured) :

Rupee term loan from IDBI Bank Limited amounting to Rupees 3,888.89 Lacs outstanding as at 31st March, 2015 (previous year Rupees 5,000.00 Lacs) carries an interest rate of sum of bank borrowing rate (BBR) as increased by 150 basis points per annum. The loan is repayable in 54 equal monthly installments commencing from 1th April, 2014. The loan is secured by way of second charge on movable fixed assets of the Company in form of plant & machinery, electrical installations, vehicles, furniture and fixtures, office equipments, etc and on the entire current assets of the Company.

(iii) Rupee loan - III (Secured) :

Rupee term loan from Axis Bank Limited amounting to Rupees 3,750.00 Lacs outstanding as at 31st March, 2015 (previous year Rupees 5,000.00 Lacs) carries an interest rate of sum of base rate as increased by 50 basis points per annum. The loan is repayable in 12 equal quarterly installments commencing from June, 2014. The loan is secured by an exclusive charge by way of hypothecation of plant and machinery and mortgage of land and buildings of the Feed Mill situated at Village Morwadi (Kikwi), Taluka Bhor Pune - 412206 and of the Animal Health Plant & Feed Mill unit located at Village - Osade, 19/2 Milestone, Pune - Panshet Road, Taluka - Velhe District Pune -411042.

(iv) Rupee loan - IV (Secured) :

Rupee term loan from State Bank of India amounting to Rupees 5,000.00 lacs outstanding as at 31st March, 2015 (previous year Rupees NIL) carries an interest rate of 2% above BR present effective rate 12% per annum with monthly rests (including tenor premium). The loan is repayable in 19 quarterly installments commencing from June, 2015. The loan is secured by way of hypothecation on moveable assets of the Company situated at (a) Morwadi, Kikwi, Bhor, Pune. (b) AHP and Feed Mill, Osade, Velhe, Pune. (c) Sountli, PO Shahzadpur, Tehsil Naraingarh, District Ambala, State Haryana, (c) Patvi, Tehsil Naraingarh, District Ambala, State Haryana. (d) Dhamouli/ Patheri, Tehsil Naraingarh, District Ambala, State Haryana. (e) Dikadala and Jorasi, Tehsil Samalakha, District Panipat, Haryana. (f) Larsauli, Tehsil Ganapur, District Sonepat, State Haryana.

7. Packaging Division, Gadapur, PO Jodhewal, Basti. (h) Srini, Naugaon, Pargana Pachwa doon, District Dehradun, State Uttaranchal and also by way of mortgage proposed to be created on these immovable properties.

(v) External commercial borrowings - I (Secured) :

The Company has availed external commercial borrowing (ECB - I) from ICICI Bank Limited amounting to Rupees 9,399.43 Lacs outstanding as at 31st March, 2015 (previous year Rupees 9,557.46 Lacs) into two tranches for financing its expansion plans. ECB - I is repayable in 11 half yearly predetermined installments commencing from 3rd April, 2013 and is denominated in US$. It carries an interest rate of 6 month USD LIBOR plus 4.5 percent per annum. Taking the currency risks in the cash flows arising out of fluctuations of USD LIBOR rates and also the currency fluctuations, the Company has entered into hedge agreements with its bankers. Further the repayment of said liability in respect of the ECB-I is also fixed at predetermined exchange rate pursuant to the hedge agreements. ECB-I is secured by an exclusive mortgage of land, buildings and immovable plant and machinery at processing plant situated at Baur Kamshet, Pune, Feed Mill and Oilseed plant at Solapur, poultry farm at Village Bhigwan and SPF plant at Pasure Bhor. Further ECB - I is secured by an exclusive hypothecation of movable assets of the company acquired/to be acquired from the loan facilities extended by the bank.

(vi) External commercial borrowings - II (Secured) :

The Company has availed external commercial borrowing (ECB - II) from ICICI Bank Limited amounting to Rupees 6,747.53 Lacs outstanding as at 31st March, 2015 (previous year Rupees 6,468.69 Lacs) for financing it's expansion plans. ECB - II is repayable in 11 half yearly predetermined installments commencing from 5th August, 2015 and is denominated in US$. It carries an interest rate of 6 month USD LIBOR plus 4.25 percent per annum. Taking the currency risks in the cash flows arising out of fluctuations of USD LIBOR rates and also the currency fluctuations, the Company has entered into hedge agreements with its bankers. Further the repayment of said liability in respect of the ECB - II is also fixed at predetermined exchange rate pursuant to the hedge agreements subject to caps. ECB - II is secured by an exclusive charge on the properties of the Company situated at Village Tondal, Taluka Purandar, District Pune and at Village Kouthadi, Taluka Daund, District Pune and extension of charge on land and buildings at Khadki and processing plant situated at Village Baur, Kamshet already charged to ICICI Bank Limited.

The details of securities :

(i) Loan repayable on demand :

The cash credit facilities except cash credit taken from ICICI Bank are secured by way of first charge on the entire current assets of the Company on pari passu basis.

(ii) External commercial borrowings :

The short-term loan from ICICI Bank Limited in USD amounting to Rupees 1,988.27 lacs and cash credit facilities in Rupees amounting to Rupees 374.68 lacs outstanding as at 31st March, 2015 (previous year Rupees Nil) is secured on first charge by way of hypothecation of the company's entire stocks of raw materials, semi-finished and finished goods, consumables stores and spares and such other movables including book debts, bills whether documentary or clean, outstanding monies, receivables, both present and future, in a form and manner satisfactory to the bank, ranking pari passu with other participating consortium banks.

(iii) Short term loans :

(i) The short-term loans from State Bank of India, Industrial Development Bank of India and HDFC Bank amounting to Rupees 12,943.00 lacs (previous year Rupees 7,575.00 lacs) are secured by way of hypothecation of first charge on all current assets of the company on pari passu basis.

(ii) The short-term loan from ICICI Bank Limited amounting to Rupees 7,326.89 lacs outstanding as at 31st March, 2015 (previous year Rupees 4,959.93 lacs) is secured by an extension of charge on land and buildings located at (a) Village Dikadla, Tehsil Samalkha, Dist. Panipat, State Haryana, (b) Plot No.55, Sansarpur terrace, Dist. Kangra, State Himachal Pradesh, (c) Village Laider, Tehsil Bara, District Allahabad, State Uttar Pradesh, (d) Processing Plant at Baur Kamshet, Pune, (e) Feed Mill and Oilseed Plant at Solapur, (f) Poultry farm at Village Bhigwan and (g) SPF Plant at Pasure Bhor and by way of hypothecation of movable fixed assets acquired/ to be acquired out of Rupee term loan and external commercial borrowings obtained from ICICI Bank Limited at these locations.

8. BUSINESS ACQUISITION

With an aim to consolidate poultry operations in Northern India, thereby increasing operational efficiency due to synergy and to strengthen the geographical presence of the Company in Northern India, during the year under report, the Company has acquired North based poultry and packaging divisions of Venkateshwara Hatcheries Private Limited (articulated as 'North Poultry Division' or 'NPD', 'North Packaging Division' or 'NPAD') situated at Naraingarh - Haryana, Nalagarh - Himanchal Pradesh and Ludhiana -Punjab with effect from 31st March, 2014 ('the effective date'). These divisions are engaged into production of commercial layer chicks and packing boxes for day old chicks and eggs. The aggregate cost of acquisition is around Rupees 7,501.82 Lacs and the same will be completed by using a combination of slump sale and itemized sale methods.

The total purchase consideration agreed for the business transfer by way of slump sale is Rupees 4,168 Lacs. Pursuant to business transfer, the Company has valued land, buildings and plant & machinery by an independent valuer as at the effective date of transfer for the purpose of allocation of purchase consideration. The goodwill arising on acquisition of NPD and NPAD amounting to Rupees 1,584.68 Lacs has been treated as an intangible asset. The details of assets purchased and liabilities acquired on said business acquisition by way of slump sale are as follows :

(b) Plan description : Gratuity and compensated absences plan (i) Gratuity (Funded)

The Company makes annual contributions to the gratuity fund managed by ICICI Prudential Life Insurance Company Ltd., a funded defined benefit plan for qualifying employees. The scheme provides for lumpsum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of 6 months. Vesting occurs only upon completion of 5 years of service, except in case of death or permanent disability. The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date by an independent actuary appointed by the Company.

(ii) Compensated absences (Non Funded)

The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date by an independent actuary appointed by the Company.

9. SEGMENT REPORTING

Business segment

The primary segment reporting format is determined to be business segment as the Company's risk and rate of return are affected predominantly by differences in the products produced. Secondary information is reported geographically. The operating businesses are organised and managed separately according to the nature of the products, with each segment representing a strategic business unit that offers different products and serves different markets.

The "Poultry and Poultry Products" segment produces and sells chicks, grownup commercial broiler and layer, processed chicks, S.P.F. eggs, poultry feed and other miscellaneous poultry products. The " Animal Health Products" segments produces and sells medicines and other health products for birds. The "Oilseed segment" produces and sells edible refined soya oil and soya de-oiled cake.

Transfer price between segments are measured on the basis of price charged for inter segment transfers. Segment revenue includes transfer between inter segments. Those transfers are eliminated in total revenue.Corporate expenses are allocated to other segments at cost.

Geographical segment

The Company's secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while the other geographic information is specified by location of the assets.

(Rupees in Lacs)

10. RELATED PARTIES DISCLOSURES

I. NAMES OF RELATED PARTIES AND DESCRIPTION OF RELATIONSHIP

a. Key management personnel and their relatives

1 Mrs. Anuradha J. Desai

2 Mr. B. Venkatesh Rao

3 Mr. B. Balaji Rao

4 Mr. Jitendra M. Desai

b. Where Control exists

(i) Party that exercises control

1 Venkateshwara Hatcheries Private Limited - Holding Company

(ii) Fellow Subsidiaries

1 Eastern Hatcheries Private Limted

2 Bala Industries and Entertainment Private Limited

c. Enterprises over which key management personnel and their relatives have Significant influence and enterprises having a key management personnel in common where transactions have taken place during the year

1 Venco Research and Breeding Farm Private Limited

2 Uttara Foods and Feeds Private Limited

3 B. V. Bio-Corp Private Limited

4 Venkateshwara Research and Breeding Farm Private Limited

5 Uttara Impex Private Limited

6 All India Poultry Development and Services Private Limited

7 Venkateshwara Foods & Feeds (Firm)

11. Previous year's figures have been regrouped/recast/rearranged wherever necessary in order to conform to current year's presentation.

Mar 31, 2014

1. BUSINESS ACQUISITION

With an aim to consolidate poultry operations in Northern India, thereby increasing operational efficiency due to synergy and to strengthen the geographical presence of the Company in Northern India, during the year under report, the Company has acquired North based poultry and packaging divisions o< Venkateshwara Hatcheries Private Limited (articulated as ''North Poultry Division'' or ''NPD'', ''North Packaging Division'' or ''NPAD'') situated at Naraingarh - Haryana, Nalagarh - Himanchal Pradesh and Ludhiana - Punjab with effect from 31st March, 2014 (''the effective date''). These divisions are engaged into production of commercial layer chicks and packing boxes for day old chicks and eggs. The aggregate cost o acquisition is around Rupees 7,501.82 Lacs and the same will be completed by using a combination ol slump sale and itemized sale methods.

The total purchase consideration agreed for the business transfer by way of slump sale is Rupees 4,166 Lacs. Pursuant to business transfer, the Company has valued land, buildings and plant & machinery b- an independent value as at the effective date of transfer for the purpose of allocation of purchase consideration. The goodwill arising on acquisition of NPD and NPAD amounting to Rupees 1,584.66 Lacs has been treated as an intangible asset. The details of assets purchased and liabilities acquirec on said business acquisition by way of slump sale are as follows.

Mar 31, 2013

1.1.1 DERIVATIVE FINANCIAL INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE

In line with the Company''s risk management policy, the various financial risks mainly relating to changes in the exchange rates and interest rates are hedged by the Company using a cross currency swaps.

a. Particulars of the derivative contracts entered into for hedging purpose outstanding at the balance sheet date :

(b) Plan description : Gratuity and Compensated absences plan

(i) Gratuity (Funded)

The Company makes annual contributions to the Gratuity Fund managed by ICICI Prudential Life Insurance Company Ltd, a funded defined benefit plan for qualifying employees. The scheme provides for lumpsum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of 6 months. Vesting occurs only upon completion of 5 years of service, except in case of death or permanent disability. The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date by an independent actuary appointed by the Company.

(ii) Compensated absences (Non Funded)

The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date by an independent actuary appointed by the Company.

2 SEGMENT REPORTING Business segments

The primary segment reporting format is determined to be business segments as the Company''s risk and rate of return are affected predominantly by differences in the products produced. Secondary information is reported geographically. The operating businesses are organised and managed separately according to the nature of the products, with each segment representing a strategic business unit that offers different products and serves different markets.

The "Poultry and poultry products" segment produces and sells Chicks, Grownup commercial broiler and layer, processed chicks, S.P.F. Eggs, poultry feed and other miscellaneous poultry products. The " Animal Health Products" segments produces and sells medicines and other health products for birds. The "Oilseed segment" produces and sells edible refined Soya oil and Soya de-oiled cake.

Transfer prices between segments are measured on the basis of price charged for inter segment transfers.

Segment revenue includes transfer between inter segments. Those transfers are eliminated in total revenue.

Corporate Expenses are allocated to other segments at cost.

Geographical segments

The Company''s secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while the other geographic information is specified by the location of the assets.

3 RELATED PARTIES DISCLOSURES

I. NAMES OF RELATED PARTIES AND DESCRIPTION OF RELATIONSHIP

a. Key Management Personnel and their relatives

1 Mrs. Anuradha J. Desai

2 Mr. B. Venkatesh Rao

3 Mr. B. Balaji Rao

4 Mr. Jitendra M. Desai

b. Where control exists Party that exercises control

1 Venkateshwara Hatcheries Private Limited - Holding Company

c. Fellow subsidiaries where transactions have taken place during the year

1 Eastern Hatcheries Private Limited

2 Bala Industries and Entertainment Private Limited

d. Enterprises over which Key Management Personnel and their relatives have significant influence and enterprises having a Key Management Personnel in common where transactions have taken place during the year

1 Venco Research and Breeding Farm Private Limited

2 Uttara Foods and Feeds Private Limited

3 B. V. Bio-Corp Private Limited

4 Venkateshwara Research and Breeding Farm Private Limited

5 Uttara Impex Private Limited

6 All India Poultry Development and Services Private Limited

7 Venkateshwara Foods & Feeds (Firm)

4 Previous year''s figures have been regrouped/recast/rearranged wherever necessary in order to conform to current year''s presentation.

Mar 31, 2012

(a) Terms, rights and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of Rupees 10/- per share.

Each shareholder is entitled to vote in proportion to his share of the paid up equity capital of the Company except upon voting by "Show of hands" where one shareholder is entitled to one vote.

The Company declares and pays dividend in Indian Rupees.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts in proportion to their shareholdings.

(b) There are no shares reserved for issue under options or contracts/commitments for the sale of shares/ disinvestment as at 31 March 2012 and 31 March 2011.

(c) The Company has neither allotted any shares as fully paid up pursuant to contracts without payments being received in cash or by way of bonus shares nor bought back any shares for the period of five years immediately preceding 31 March 2012 or 31 March 2011.

(d) The Company do not have any securities convertible into equity or preference shares as at 31 March 2012 and 31 March 2011.

(e) For the year ended 31 March 2011, the amount of per share dividend recognized as distribution to equity shareholders was Rupees 5/- towards final dividend. The total dividend appropriation for the year ended 31 March 2011 amounted to Rupees 545.76 lakhs including dividend distribution tax of Rupees 76.18 lakhs.

(f) The Board of Directors, in it's meeting on 29 May 2012, declared final dividend of Rupees 5/- per equity share. The total dividend appropriation for the year ended 31 March 2012 amounts to Rupees 545.76 Lakhs including dividend distribution tax of Rupees 76.18 Lakhs. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Details of securities, terms of repayments and rate of interest :

(i) Rupee loan (Secured) :

Rupee term loan carries an interest rate of sum of base rate as increased by appropriate term premia and spread per annum, subject to minimum rate of ICICI bank base rate 2.25%. The payment of interest shall be subject to statutory levies, if any. The loan is repayable in 9 half yearly equal instalments commencing from 25 March 2012. The loan is secured by an exclusive mortgage of land and buildings located at village Dikadla, Tehsil Samalkha, Dist. Panipat, State Haryana, plot no. 55, Sansarpur terrace, Dist. Kangra, State Himachal Pradesh and village Laider, Tehsil Bara, District Allahabad, State Uttar Pradesh and by way of hypothecation of movable fixed assets acquired / to be acquired out of said loan at these locations.

(ii) External commercial borrowings (Secured) :

The Company has availed External commercial borrowing (ECB) from ICICI bank into two tranches for financing its expansion plans. ECB is repayable in 11 half yearly predetermined installments commencing from 03 April 2013 and is denominated in US$. It carries an interest rate of 6 month USD LIBOR plus 4.5 percent Taking into considerations, the currency risks in the cash flows arising out of fluctuations of USD LIBOR rates and also the currency fluctuations, the Company has entered into hedge agreements with its bankers. As per the hedge agreements, the effective rate of interest is fixed at 12% and 12.60% p.a. respectively for two tranches. Further the repayment of said liability in respect of the ECB is also fixed at predetermined exchange rate pursuant to the hedge agreements. ECB is secured by an exclusive mortgage of land, buildings and immovable plant and machinery at Processing plant situated at Baur Kamshet, Pune, Feed Mill and Oilseed plant at Solapur, poultry farm at village Bhigwan and SPF plant at Pasure Bhor. Further ECB is secured by an exclusive hypothecation of movable assets of the company acquired/to be acquired from the loan facilities extended by the bank.

1.1 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

Contingent liabilities

Claims against the company not acknowledged as debt;

Income-tax matters in dispute 10.84 10.84

Non agriculture tax in dispute 4.24 4.24

Sales tax demands in dispute 219.14 181.63

Electricity demands in dispute 186.89 5.41

Labour wages in dispute 148.39 130.09

Other demands in dispute 40.77 40.77

Commitments

Estimated amount of contracts remaining to be executed on 1,454.66 1,771.02 capital account and not provided for (net of advances)

1.1.1 DERIVATIVE FINANCIAL INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE

In line with the Company's risk management policy, the various financial risks mainly relating to changes in the exchange rates and interest rates are hedged by the Company using a cross currency swaps.

(b) Plan description : Gratuity and Compensated absences plan

(i) Gratuity (Funded)

The Company makes annual contributions to the Gratuity Fund managed by ICICI Prudential Life Insurance Company Ltd, a funded defined benefit plan for qualifying employees. The scheme provides for lumpsum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of 6 months. Vesting occurs only upon completion of 5 years of service, except in case of death or permanent disability. The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date by an independent actuary appointed by the Company.

(ii) Compensated absences (Non Funded)

The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date by an independent actuary appointed by the Company.

(d) The estimates of future salary increases, considered in actuarial valuation, taking into account inflation, seniority, promotion and other relevant factors.

2 SEGMENT REPORTING Business segments

The primary segment reporting format is determined to be business segments as the Company's risk and rate of return are affected predominantly by differences in the products produced. Secondary information is reported geographically. The operating businesses are organised and managed separately according to the nature of the products, with each segment representing a strategic business unit that offers different products and serves different markets.

The "Poultry and poultry products" segment produces and sells Chicks, Grownup commercial broiler and layer, processed chicks, S.P.F. Eggs, poultry feed and other miscellaneous poultry products. The " Animal Health Products" segments produces and sells medicines and other health products for birds. The "Oilseed segment" produces and sells edible refined Soya oil and Soya de-oiled cake.

Transfer prices between segments are measured on the basis of price charged for inter segment transfers.

Segment revenue includes transfer between inter segments. Those transfers are eliminated in total revenue.

Corporate Expenses are allocated to other segments at cost.

Geographical segments

The Company's secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while the other geographic information is specified by the location of the assets.

B. Secondary Segment Information: Geographical segments

The Company's secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while the other geographic information is specified by the location of the assets. Since all the assets are located in India and revenue from customers located out of India are less than 10% of total revenue, there are no reportable geographical segments.

3 RELATED PARTIES DISCLOSURES

I NAMES OF RELATED PARTIES AND DESCRIPTION OF RELATIONSHIP

a . Key Management Personnel and their relatives

1 Mrs. Anuradha J. Desai

2 Mr. B. Venkatesh Rao

3 Mr. B. Balaji Rao

4 Mr. Jitendra M. Desai

b. Party that exercises control

Venkateshwara Hatcheries Private Limited - Holding Company

c. Enterprises over which Key Management Personnel and their relatives have significant influence and enterprises having a Key Management Personnel in common where transactions have taken place during the year

1 Venco Research and Breeding Farm Private Limited

2 Uttara Foods and Feeds Private Limited

3 BV Bio-Corp Private Limited

4 Venkateshwara Research and Breeding Farm Private Limited

5 Uttara Dairy & Foods Products Private Limited

6 Eastern Hatcheries Private Limited

7 Bala Industries and Entertainment Private Limited

8 Venkateshwara Engineering Industries Private Limited

9 Uttara Impex Private Limited

10 All India Poultry Development and Services Private Limited

11 Venkateshwara Foods & Feeds (Firm)

Mar 31, 2011

As at As at 31st March, 2011 31st March, 2010 Rs. in Lakhs Rs. in Lakhs

1 Contingent Liabilities

a) Income-tax matters in dispute 10.84 10.84

b) Non agriculture tax in dispute 4.24 4.24 Net of tax 2.83 2.80

c) Sales tax demands in dispute 181.63 262.85

Net of tax 121.30 173.51 (Including demand of Rs. 46.88 lakhs guaranteed by bank)

d) Labour wages in dispute 130.09 66.27

Net of tax 86.88 43.74

e) Bank Guarantee 118.44 168.73

f) Others 46.18 37.14

Installed capacity is as certified by the management and accepted by the auditors, being a technical matter.

The installed capacities have been stated on triple shift basis except for the Animal Health Products and Health Care Division which have been stated on a single shift basis.

Unless otherwise stated, actual production does not include production meant for captive consumption.

* * Excluding chicks hatched / Nutritional health products processed for others

2 Related Parties Disclosures

I Names of related parties and description of relationship

A. Key Management Persons and relatives

1 Mrs. Anuradha J. Desai

2 Mr. B. Venkatesh Rao

3 Mr. B. Balaji Rao

4 Mr. Jitendra M. Desai

B. Where Control Exists

Venkateshwara Hatcheries Private Limited - Holding Company

C. Enterprises Over Which Key Management Person Have Significant Influence And Enterprises Having A Key Management Person In Common Where Transactions Have Taken Place During The Year

1 Venco Research and Breeding Farm Private Limited

2 Uttara Foods and Feeds Private Limited

3 BV Bio-Corp Private Limited

4 Venkateshwara Research and Breeding Farm Private Limited

5 Uttara Dairy & Foods Products Private Limited

6 Eastern Hatcheries Private Limited

7 Bala Industries and Entertainment Private Limited (Formerly known as V J Equipments Private Limited)

8 Venkateshwara Engineering Industries Private Limited (Formerly known as V R Equipments Limited)

9 Uttara Impex Private Limited

10 All India Poultry Development and Services Private Limited

11 Venkateshwara Foods & Feeds (Firm)

3 Employee Benefits

(a) Disclosure in respect of defined contribution plans.

Payments to and provisions for employees includes Rs. 330.36 lakhs (Previous year Rs. 292.00 lakhs) recognized as an expense in respect of defined contribution plans.

(b) Plan Description

The Company makes annual contributions to the Gratuity Fund managed by ICICI Prudential Life Insurance Company Ltd, a funded defined benefit plan for qualifying employees. The scheme provides for lumpsum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of 6 months. Vesting occurs only upon completion of 5 years of service, except in case of death or permanent disability. The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date.

4 Under Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small & Medium Enterprises. Accordingly, information relating to disclosure under the said Act has been given only to the extent such information is readily available with the Company. This information has been relied upon by the auditors.

5 Capital work in progress includes an amount of Rs. 200 lakhs which represents advances paid to builders for purchase of properties. The agreements in respect of the above are yet to be executed.

6 There are no amounts due and outstanding to be credited to Investors Education and Protection Fund.

7 Approval is due by the shareholders in the forthcoming Annual General Meeting with respect to donation of Rs. 126.53 lakhs which is higher than the approved limit of Rs. 100 lakhs.

8 Previous year's figures have been regrouped / recast / rearranged wherever necessary in order to conform to current year's presentation.

Mar 31, 2010

As at As at 31st March, 2010 31st March, 2009 Rs. in Lakhs Rs. in Lakhs 1 Contingent Liabilities

a) Income-tax matters in dispute 10.84 10.84

b) Non agriculture tax in dispute 4.24 4.24 Net of tax 2.80 2.80

c) Sales tax demands in dispute 262.85 222.54 Net of tax 173.51 147.21 d) Labour wages in dispute 66.27 53.64 Net of tax 43.74 35.41

e) Water charges in dispute Ã 23.54 Net of tax Ã 15.54 f) Bank Guarantee in respect of Export Commitment to be fulfilled as 168.73 95.16 required in the EPCG licence scheme g) Others 37.14 17.86

2 Related Parties Disclosures

I Names of related parties and description of relationship

A. Key Management Persons and relatives

1 Mrs. Anuradha J. Desai

2 Mr. B. Venkatesh Rao

3 Mr. B. Balaji Rao

4 Mr. Jitendra M. Desai

B. Where Control Exists

Venkateshwara Hatcheries Private Limited - Holding Company

C. Enterprises Over Which Key Management Person Have Significant Influence And Enterprises Having A Key Management Person In Common Where Transactions Have Taken Place During The Year

1 Venco Research and Breeding Farm Private Limited

2 Uttara Foods and Feeds Private Limited

3 BV Bio-Corp Private Limited

4 Venkateshwara Research and Breeding Farm Private Limited

5 Uttara Dairy & Foods Products Private Limited .

6 Eastern Hatcheries Private Limited

7 V R Equipments Limited

8 V J Equipments Private Limited

9 Uttara Impex Private Limited

10 All India Poultry Development and Services Private Limited

11 Venkateshwara Foods & Feeds (Firm)

Compiled by : Religare Technova Global Solutions Limited

3 Employee Benefits

(a) Disclosure in respect of defined contribution plans.

Payments to and provisions for employees includes Rs. 292.00 lakhs (Previous year Rs. 271.85 lakhs) recognized as an expense in respect of defined contribution plans.

(b) Plan Description

The Company makes annual contributions to the Gratuity Fund managed by ICICI Prudential Life Insurance Company Ltd, a funded defined benefit plan for qualifying employees. The scheme provides for lumpsum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of 6 months. Vesting occurs only upon completion of 5 years of service, except in case of death or permanent disability. The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date.

(c) Defined benefit plans / compensated absences - As per actuarial valuation on 31st March, 2010

4 Under Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small & Medium Enterprises. Accordingly, information relating to disclosure under the said Act has been given only to the extent such information is readily available with the Company. This information has been relied upon by the auditors.

5 Capital work in progress includes an amount of Rs. 200 lakhs which represents advances paid to builders for purchase of properties. The completion of agreements in respect of the above are yet to be executed.

6 There are no amounts due and outstanding to be credited to Investors Education and Protection Fund.

7 Previous years figures have been regrouped / recast / rearranged wherever necessary in order to confirm to current years presentation.

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