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Venkys (India) Ltd (VENKEYS) -BSE
2896.9 -6.10 (-0.21%) 16-Sep-2021 |00:00
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
2903 2901.1 2932.9 2877.7 5887 3950 - 1280.8 4080.96 14.79 0.59 195.82
Directors Report

The Shareholders,

Your Directors have pleasure in presenting the Forty Fifth Annual Report and audited financial statements for the financial year ended 31st March 2021.

FINANCIAL RESULTS

(Rs. in Crores)

Description 2020-21 2019-20
Revenue from Operations (Net) 3116.63 3261.02
Operating Expenditure 2727.85 3282.38
Depreciation 35.43 34.25
Operating Profit 353.35 -55.61
Finance Costs 28.48 29.51
Other Income 35.80 35.41
Profit Before Tax 360.67 -49.71
Provision for Tax 93.21 -21.77
Tax adjustment in respect of earlier years -0.29 -0.78
Profit for the year 267.74 -27.16
Amount available for appropriation 641.25 386.75

OPERATIONS

The sales turnover of the Company for the year ended 31st March, 2021 was Rs.3,116.63 cr. as compared to Rs.3,261.02 cr. in the previous year – a slight reduction of 4.4%. Profit before tax was Rs.360.67 cr. as against a loss of Rs.49.71 cr. in the previous year. Profit after tax was Rs.267.74 cr.

After witnessing a setback in the previous year due to Covid-19 pandemic, the financial performance of the Company started improving from the first quarter of FY 2021. Poultry and poultry products segment witnessed better realizations from the sale of day old chicks and grown up broilers. Maize prices have been steady throughout the year, while soya de-oiled cake prices have hit the all time high in the second half of FY 2021. The overall performance of Animal Health Products and the Oilseed segments has been good.

DIVIDEND

Your Directors recommend a dividend of Rs.17.00 per equity share (170%) for the year ended 31st March, 2021. The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs.23.95 Crores.

The Company’s dividend distribution policy is available at Page no.135 of this report.

SEGMENT-WISE PERFORMANCE

Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis Report given in Annexure-A which forms part of this Report.

CORPORATE GOVERNANCE REPORT

As per the requirements of Regulation 34(3) read with Clause C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance along with the certificate issued by Company Secretary in Whole-Time Practice thereupon is given in Annexure-B which forms part of this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company i.e. www.venkys.com

MEETINGS OF BOARD

During the year 2020-2021, 4 (Four) meetings of the Board of Directors were held on the following dates:

1) 29th June, 2020,

2) 13th August, 2020,

3) 9th November, 2020,

4) 3rd February, 2021.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors declare that:

1. the accounts for the year ended 31st March, 2021 have been prepared by following applicable accounting standards;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2021 and of the profit of the Company for that year;

3. proper care has been taken for the maintenance of adequate records for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. the accounts for the year ended 31st March, 2021 have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company are laid down and that such internal financial controls are adequate and are operating effectively; and

6. proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD OF DIRECTORS AND THEIR COMMITTEES

a. Changes in the Composition of Board of Directors.

As per the provisions of Companies Act, 2013 and Articles of Association of the Company, Mrs. Anuradha J. Desai, Director is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment.

A brief profile of the above Director is given in the Corporate Governance Report annexed to this report.

The Board regrets to report that Late Col. Surinder Kumar (Retd.) Independent Director expired on 23rd January, 2021. The Directors express their sorrow on the sad demise of Late Col. Surinder Kumar (Retd.) and place on record their appreciation for the contribution made by him during his tenure as Director of the Company. Apart from the above, there was no change in the Board of Directors of the Company.

b. Declaration from Independent Directors: Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and with the Code of Conduct for Directors and Senior Management Personnel.

c. Policy relating to the remuneration for directors, key management personnel & other employees.

The Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in sub section 3 of Section 178 of Companies Act, 2013 is available on the website of the Company at http://venkys.com/investors/policies-and-reports

d. Annual evaluation by the Board of its own performance and that of its Committees.

The board annually performs the evaluation of its own performance, the Committees of the Board and that of individual Directors. While carrying out such evaluation various aspects relating to the Board functioning such as adequacy of composition, level of diversity of the Board, execution of specific duties, governance etc. are considered. The same mechanism is applied while evaluating the performance of the Committees of the Board and additionally the fulfillment of duties and scope as stipulated by the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is considered.

The performance evaluation of individual directors is carried considering factors like execution of specific assignments, effective contribution to the Board discussions and decisions, independence of judgment and steps taken towards proper governance of business and safeguarding interest of stakeholders.

e. Familiarisation Programme of Independent Directors The Company at selected intervals takes steps to familiarise its independent directors about their roles, rights and responsibilities. The details of such programme is available on the website of the Company at http://venkys.com/investors/policies

f. Audit Committee The Company have Audit Committee in place as per as Section 177 of the Companies Act, 2013.

Details of such committee is given in the Corporate Governance Report which is annexed and forms part of this Report.

g. Managing Director’s Remuneration: Pursuant to provisions of Companies Act, 2013, the Managing Director of the Company also draws remuneration from its Holding Company Venkateshwara Hatcheries Private Limited.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFTER THE CLOSE OF FINANCIAL YEAR

There are no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loans, guarantees or made investments which fall under the purview of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Company has in place a risk management plan devised by the Board and focuses on three key elements i.e. Risk Assessment, Risk Management and Risk Monitoring. The Board therefore identifies elements of risk, focus on mitigating the risk as per the plan and monitor the same post execution. In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Committee to monitor and review the Risk Management Plan of the Company. During the year 2020-21 Brig. Rajeshwar Singh Rathore (Retd.) was appointed as member and Chairman of the Committee. Mr. J. K. Handa is also a member of the Committee.

CORPORATE SOCIAL RESPONSIBILITY

VH Group and in particular Venky’s (India) Limited has been historically conducting CSR activities concentrated on educational and medical services for the upliftment of the society, promotion of sports, rural development projects etc. Your company has, pursuant to Section 135 of the Companies Act, 2013, formed a CSR Committee. The Annual Report on CSR for the F.Y. 2020-2021 is appended as Annexure C to this report. The policy on CSR is available on the website of the company at http://venkys.com/investors/policies-and-reports

INTERNAL FINANCIAL CONTROLS

The internal control system is designed to ensure that all the financial and other records are reliable for preparing financial statements and for maintaining accountability of the assets. The Company has a proper and adequate system of internal controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your company has established a Vigil Mechanism as per the provisions of the Companies Act, 2013 for the Directors and employees to report genuine concerns. The Audit Committee is in-charge of this function. The details of vigil mechanism are available on the website of the Company at http://venkys.com/investors/policies-and-reports

DEPOSITS

During the year under review the Company has neither accepted any deposits under Chapter V of the Companies Act, 2013 nor did any such deposits remain unpaid or unclaimed.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, contracts or arrangements entered into by the Company with Related Parties have been done at arm’s length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related Party disclosures as per IND AS 24 have been provided in Note no. 13 to the Financial Statements.

ACCOUNTS

The accounts read with the notes thereon are self-explanatory and hence do not call for any further comments.

INSURANCE

The assets of the Company which include buildings, sheds, machinery, stocks, etc. are adequately insured.

PERSONNEL AND HUMAN RESOURCES

Employee relations continued to be cordial throughout the year. The relevant information and the details of employees whose remuneration is required to be disclosed in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 appended to this Report as Annexure D.

AUDITORS

M/s. B D Jokhakar & Co., Chartered Accountants were appointed as Statutory Auditors of the Company in 41st Annual General Meeting of the Company continue to be the auditors of the Company. Further, the Auditors have not reported any Fraud under Section 143 (12) of the Companies Act, 2013 for the year ended 31.03.2021.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and allied rules thereof, the Board of Directors has re-appointed Mr. P. L. Shettigar, Practicing Company Secretary as Secretarial Auditor for conducting the audit for the financial year 2020-2021. The Secretarial Audit report for financial year ended 2020-2021 issued by Mr. Shettigar is appended as Annexure E and forms part of this report.

The Secretarial Auditor has reported that the Company is required to appoint one more Independent Director on its Board as per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Due to demise of one of the independent directors on 23.01.2021, the Company is required to appoint an independent director in his place. The Company is in the process of identifying a suitable person who can be appointed as Independent Director.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014 the Company has appointed M/s. Joshi Apte & Associates, Pune as Cost Auditors of the Company for conducting cost audit for the financial year 2020-21. Further, as per sub section (3) of Section 148 of the Companies Act, 2013 the remuneration decided between the Board of Directors and Cost Auditor is put before the members for their ratification in the ensuing Annual General Meeting. The Cost Audit for the financial year ended 31st March, 2021 is under process and the Company will submit the Cost Auditors’ Report to the Central Government in time.

BUSINESS RESPONSIBILITY REPORT

Based on the market capitalization as on 31st March, 2021, your Company continues to be in the Top 1000 Listed Companies in India. Hence, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 the Business Responsibility Report describing the initiatives taken by the Company forms part of the Annual Report.

INTERNAL COMPLAINTS COMMITTEE

The Company has in place an Internal Complaints Committees which are constituted in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In the year 2020-2021 there were no complaints received by these committees.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per the provisions of Companies Act, 2013, in the year 2020-2021 the Company has transferred unclaimed dividend pertaining to financial year 2012-13 amounting to Rs.13,41,085/- to the IEPF. The details of dividend to be transferred to IEPF in this year and subsequent years are provided in the Corporate Governance Report which is annexed to this report.

Further, in the year 2020-2021, 21,921 shares of such shareholders whose dividend remained unclaimed for past seven consecutive years were transferred to IEPF. The details of shares proposed to be transferred to IEPF in the current year are available on the website of the Company www.venkys.com.

SECRETARIAL STANDARDS

The Company has complied with all the applicable and effective Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.

A. Conservation of Energy

The operations of the Company are not very power intensive. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economizing on the use of power at the farms, hatchery and offices. The Company has installed state-of-the-art hatchers and setters at its hatcheries.

B. Technology Absorption

1. Research and Development (R & D)

a) Specific areas: R & D activities of the Company are concentrated in the areas of developing wider application of Specific Pathogen Free (SPF) eggs and application of various breeder management techniques to improve productivity and increase feed efficiency.

b) Benefits derived: Wider acceptance of SPF eggs in the manufacturing of human and livestock vaccines in India and higher production and increased feed efficiency of breeders.

c) Plan of action: Further promotion of SPF eggs applications in the biological industry.

d) Expenditure on R & D: The expenditure incurred by the Company during the year on Research and Development was Rs.

293.32 Lakhs.

2. Technology Absorption, Adaptation and Innovation

a) Efforts made : The Company maintains continuous interaction with Charles River Laboratories Inc. (formerly SPAFAS Inc.), U.S.A. for absorption of technology.

b) Benefits :

i. Development of new application

ii. Savings in foreign exchange through import substitution.

c) Technology Imported : SPF egg production and Reagent production technologies were imported from Charles River Laboratories Inc.

The benefit of the ongoing research by them in the said technologies is being derived by the Company through continued association with them.

C. Foreign Exchange Earnings and Outgo

1. Efforts have been made to increase exports of hatching eggs and SPF eggs.

2. Earnings and outgo: a. Foreign exchange earnings (FOB): Rs. 414.27 Lakhs b. Foreign exchange outgo: Rs. 6857.45 Lakhs

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the excellent services of the employees at all the levels. The Company also expresses its thanks to its shareholders, bankers, Central and State Governments and district level authorities, Stock Exchanges, dealers and customers of the Company for their valued support.

For and on behalf of the Board of Directors
Pune Anuradha J. Desai
May 10, 2021 Chairperson

   

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