The Shareholders,
The Directors have pleasure in presenting the Forty Second Annual Report and audited financial statements for the financial year ended 31st March 2018.
FINANCIAL RESULTS
(Rs. in Crores)
|
Description
|
2017-18
|
2016-17
|
|
Revenue from Operations (Net)
|
2,688.81
|
2,475.58
|
|
Operating Expenditure
|
2,300.07
|
2,198.21
|
|
Depreciation
|
28.13
|
28.50
|
|
Operating Profit
|
360.61
|
248.87
|
|
Finance Costs
|
49.87
|
77.07
|
|
Other Income
|
26.22
|
34.10
|
|
Profit Before Tax
|
336.96
|
205.90
|
|
Provision for Tax
|
117.28
|
73.63
|
|
Tax adjustment in respect of earlier years
|
19.96
|
7.52
|
|
Profit for the year
|
199.71
|
124.74
|
|
Amount available for appropriation
|
368.76
|
196.97
|
|
Appropriations:
|
|
|
|
Transfer to General Reserve
|
50.00
|
20.00
|
|
Dividend
|
8.45
|
7.04
|
|
Dividend Distribution Tax
|
1.72
|
1.43
|
|
Net Surplus in the Statement of
|
308.58
|
168.49
|
|
Profit and Loss
|
|
|
OPERATIONS
The Company has registered a sales turnover of Rs.2688.81 Crores for the year ended 31st March, 2018 as compared to Rs.2,475.58 Crores in the previous year - showing an increase of 8.6%. Profit before tax was Rs.336.96 Crores as compared to Rs.205.90 Crores in the previous year - an increase of 63.7%.
During the financial year 2017-18, the poultry and poultry products segment achieved improved performance due to higher realizations. Performance of animal health products segment was also better as compared to the previous year. Performance of the oilseed segment was satisfactory.
DIVIDEND
Your Directors recommend a dividend of Rs.8.00 per equity share (80%) for the year ended 31st March, 2018 as against Rs.6.00 per equity share in the previous year. The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs.11.27 Crores (previous year Rs.8.45 Crores) plus taxes.
The Board of Directors of the Company has approved a Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy aims to provide a balance between rewarding the Company’s shareholders and retaining earnings for the Company’s growth. The policy is available on the Company’s website: www.venkys.com.
SEGMENT-WISE PERFORMANCE
Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis Report given in Annexure-A which forms part of this Report.
CORPORATE GOVERNANCE REPORT
As per the requirements of Regulation 34(3) read with Clause C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance along with the certificate issued by Company Secretary in Whole-Time Practice thereupon is given in Annexure-B which forms part of this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 of the Companies Act, 2013 extract of the Annual Return in Form MGT-9 is annexed to this report as Annexure C and forms part of this report.
MEETINGS OF BOARD
During the year 2017-18, 6 (Six) meetings of the Board of Directors were held on the following dates:
1) 22nd May, 2017, 2) 7th June, 2017, 3) 10th August, 2017, 4) 25th October, 2017, 5) 9th November, 2017, 6) 7th February, 2018.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors declare that :
1. the accounts for the year ended 31st March, 2018 have been prepared by following applicable accounting standards;
2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2018 and of the profit of the Company for that year;
3. proper care has been taken for the maintenance of adequate records for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
4. the accounts for the year ended 31st March, 2018 have been prepared on a going concern basis;
5. internal financial controls to be followed by the company are laid down and that such internal financial controls are adequate and are operating effectively; and
6. proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
BOARD OF DIRECTORS AND THEIR COMMITTEES
a. Changes in the Composition of Board of Directors.
As per the provisions of Companies Act, 2013 and Articles of Association of the Company, Mrs. Anuradha J. Desai, Director is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment.
The Board of Directors in their meeting held on 25th October, 2017 re-appointed Mr. B. Balaji Rao as Managing Director of the Company for a period of 5 years w.e.f. 1st November, 2017.
A brief profile of the above directors is given in the Corporate Governance Report annexed to this report.
Mr. C. Jagapati Rao has tendered his resignation from the post of Director which was approved at the meeting of Board of Directors held on 7th June, 2017.
Apart from the above, there is no change in the Board of Directors of the Company.
b. Declaration from Independent Directors: Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under sub section 6 of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
c. Policy relating to the remuneration for directors, key management personnel & other employees. The 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://www.venkys.com/ Policy_on_Remuneration_of_Director,_KMP_etc.pdf
d. Annual evaluation by the Board of its own performance and that of its Committees.
The board annually performs the evaluation of its own performance, the Committees of the Board and that of individual directors. While carrying out such evaluation various aspects relating to the Board functioning such as adequacy of composition, level of diversity of the Board, execution of specific duties, governance etc. are considered. The same mechanism is applied while evaluating the performance of the Committees of the Board and additionally the fulfillment of duties and scope as stipulated by the Companies Act, 2013, and SeBi (Listing Obligations and Disclosure Requirements) Regulations, 2015 is considered.
The performance evaluation of individual directors is carried considering factors like execution of specific assignments, effective contribution to the Board discussions and decisions, independence of judgment and steps taken towards proper governance of business and safeguarding interest of stakeholders.
e. Familiarisation Programme of Independent Directors
The Company at selected intervals takes steps to familiarise its independent directors about their roles, rights and responsibilities. The details of such programme is available on the website of the Company at http://www.venkys.com/ Familiarisation_Programme_for_ID.pdf
f. Audit Committee
The Company has already formed Audit Committee as per as Section 177 of the Companies Act, 2013. Details of such committee is given in the Corporate Governance Report which is annexed and forms part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans, guarantees or made investments which fall under the purview of Section 186 of the Companies Act, 2013.
RISK MANAGEMENT
The Company has in place a risk management plan devised by the Board and focuses on three key elements i.e. Risk Assessment, Risk Management and Risk Monitoring. The Board therefore identifies elements of risk, focus on mitigating the risk as per the plan and monitor the same post execution.
CORPORATE SOCIAL RESPONSIBILITY
VH Group and in particular Venky’s (India) Limited has been historically doing CSR activities concentrated on educational and medical services for the uplifment of the society. Your company has pursuant to Section 135 of the Companies Act, 2013 formed a CSR Committee. The Annual Report on CSR for the F.Y. 2017-18 is appended as Annexure D to this report. The policy on CSR is available on the website of the company at http:// www.venkys.com/CSR_Policy.pdf.
INTERNAL FINANCIAL CONTROLS
The internal control system is designed to ensure that all the financial and other records are reliable for preparing financial statements and for maintaining accountability of the assets. The Company has a proper and adequate system of internal controls.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your company has established a Vigil Mechanism as per the provisions of the Companies Act, 2013 for the directors and employees to report genuine concerns. The Audit Committee is in-charge of this function. The details of vigil mechanism are available on the website of the Company at http:// www.venkys.com/VIGIL_MECHAHISM.pdf.
DEPOSITS
During the year under review the Company has neither accepted any deposits under Chapter V of the Companies Act, 2013 nor did any such deposits remain unpaid or unclaimed.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, contracts or arrangements entered into by the Company with Related Parties have been done at arm’s length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related Party disclosures as per AS -18 have been provided in Note no. 13 to the Financial Statements.
ACCOUNTS
The accounts read with the notes thereon are self-explanatory and hence do not call for any further comments.
INSURANCE
The assets of the Company which include buildings, sheds, machinery, stocks, etc. are adequately insured.
PERSONNEL AND HUMAN RESOURCES
Employee relations continued to be cordial throughout the year. The relevant information and the details of employee whose remuneration is required to be disclosed in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 appended to this Report as Annexure E.
AUDITORS
M/s. B. D. Jokhakar & Co., Chartered Accountants were appointed as Statutory Auditors of the Company in 41st Annual General Meeting of the Company and their appointment is liable for ratification in the ensuing Annual General Meeting.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and allied rules thereof, the Board of Directors has re-appointed Mr. P. L. Shettigar, Practicing Company Secretary as Secretarial Auditor for conducting the audit for the financial year 2018-19. The Secretarial Audit report for financial year ended 2017-18 issued by Mr. Shettigar is appended as Annexure F and forms part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014 the Company has appointed M/s. Joshi Apte & Associates, Pune as Cost Auditors of the Company for conducting cost audit for the financial year 2018-19. Further, as per sub section (3) of Section 148 of the Companies Act, 2013 the remuneration decided between the Board of Directors and Cost Auditor is put before the members for their ratification in the ensuing Annual General Meeting. The Cost Audit for the financial year ended 31st March, 2018 is under process and the Company will submit the Cost Auditors’ Report to the Central Government in time.
BUSINESS RESPONSIBILITY REPORT
Based on the market capitalization as on 31st March, 2018, your Company is now in the Top 500 Listed Companies in India. Hence, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 the Business Responsibility Report describing the initiatives taken by the Company forms part of the Annual Report.
INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.
A. Conservation of Energy
The operations of the Company are not very power intensive. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economizing on the use of power at the farms, hatchery and offices. The Company has installed state-of-the-art hatchers and setters at its hatcheries.
B. Technology Absorption
1. Research and Development (R & D)
a) Specific areas: R & D activities of the Company are concentrated in the areas of developing wider application of Specific Pathogen Free (SPF) eggs and application of various breeder management techniques to improve productivity and increase feed efficiency.
b) Benefits derived: Wider acceptance of SPF eggs in the manufacture of human and livestock vaccines in India and higher production and increased feed efficiency of breeders.
c) Plan of action: Further promotion of SPF eggs applications in the biological industry.
d) Expenditure on R & D: The expenditure incurred by the Company during the year on Research and Development was Rs.140.48 Lakhs.
2. Technology Absorption, Adaptation and Innovation
a) Efforts made : The Company maintains continuous interaction with Charles River Laboratories Inc. (formerly SPAFAS Inc.), U.S.A. for absorption of technology.
b) Benefits:
i. Development of new application
ii. Savings in foreign exchange through import substitution.
c) Technology Imported: SPF egg production and Reagent production technologies were imported from Charles River Laboratories Inc. The benefit of the ongoing research by them in the said technologies is being derived by the Company through continued association with them.
C. Foreign Exchange Earnings and Outgo
1. Efforts have been made to increase exports of hatching eggs and SPF eggs.
2. Earnings and outgo:
a. Foreign exchange earnings (FOB): Rs.621.76 Lakhs
b. Foreign exchange outgo: Rs.639.24 Lakhs
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the excellent services of the employees at all the levels. The Company also expresses its thanks to its shareholders, bankers, Central and State Governments and district level authorities, Stock Exchanges, dealers and customers of the Company for their valued support.
For and on behalf of the Board of Directors
Pune Anuradha J. Desai
May 03, 2018 Chairperson
|