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Notes to Accounts of Umang Dairies Ltd.

Mar 31, 2016

Notes:-

(i) Rights and preferences attached to Equity Shares:

a. The Company has only one class of Equity Shares having face value of Rs. 5/- each and each shareholder is entitled to one vote per share.

b. 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

(ii) Preference Shares :-

Pursuant to BIFR Order, 2,08,000 no. Preference Shares are redeemable on 20.10.2016 and balance 1,51,000 no. Preference Shares are redeemable on 30.06.2018.Each shareholder of preference shares is entitled to have a right to vote only on resolutions placed before the company which directly affect the rights attached to his/her preference shares and in proportion as paid up preference share capital bears to the total paid up capital. On liquidation the preference shares have preferential right to receive the preference share capital, but not in the distribution of surplus.

(iii) Bonus share issued during last five year Nil

(a) Loan of Rs. Nil (Previous year Rs.100 lac) from a body corporate (a related party) was Secured by a first pari passu charge over the moveable fixed assets of the Company both present and future and also, by a second charge on current assets of the Company both present & future.

(b) Loan of Rs. 40 lac (Previous year Rs.40 lac) from a body corporate is secured by a first pari passu charge over the entire moveable properties of the company is payable on demand. Refer note no. 2.23

(c) Term Loan of Rs.41.84 Lac (Previous year Rs.207.20 Lac ) from Bank is Secured by a first pari passu charge over the entire moveable properties of the Company both present and future and equitable mortgage over the immovable properties in the name of the Company situated at Gajraula, is payable in equal monthly installments of Rs.13.78 lac each commencing from December,2013.

(d) Term Loan of Rs.175.75 Lac (Previous year Rs.248.84 Lac ) from Bank is Secured by a first pari passu charge over the entire moveable properties of the Company both present and future and equitable mortgage over the immovable properties in the name of the Company situated at Gajraula, is repayable in sixteen quarterly installments of Rs.22.75 lac each commencing from April,2015.

(e) Term Loan of Rs.1048.15 Lac (Previous year Rs.146.26 Lac ) from Bank is Secured by a first pari passu charge over the entire moveable properties of the Company both present and future and equitable mortgage over the immovable properties in the name of the Company situated at Gajraula, is repayable in equal quarterly installments of Rs.71.88 lac commencing from June,2016.

(f) Term Loan of Rs.132.89 Lac (Previous year Rs. Nil ) from Bank is Secured by a first pari passu charge over the entire moveable properties of the Company both present and future and equitable mortgage over the immovable properties in the name of the Company situated at Gajraula, is repayable in equal quarterly installments of Rs. 29.15 lac commencing from July,2016.

(g) Vehicle Loan of Rs.5.17 Lac (Previous year Rs.21.42 Lac ) from NBFC is secured by way of hypothecation of vehicle purchased there under. Loan is repayable in different equal monthly installments including interest, for different loan taken on different rates.

1 Liability of a Term loan from a body corporate has been recognized to the extent and in terms of BIFR order.

2 (a) Contingent liabilities in respect of claims disputed/not accepted and not provided for is Rs.1405.96 Lac as certified by the management (previous year Rs.896.92 Lac).Details thereof are, Sales tax Rs. 145.84 Lac (previous year Rs. 100.73 Lac), Mandi fee (U.P.) Rs.181.66 Lac (previous year 181.66 Lac), Milk Cess (U.P.) Rs.69.25 Lac (previous year Rs. 69.25 Lac) and Income Tax Rs. 1009.21 Lac (previous year Rs.545.28). Interest impact on above, if any, will be considered as and when arise.

(b) In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally settled.

(c) During the previous year, Company acted as a facilitator and has extended a guarantee to Yes Bank limited of Rs. 104.35 lac for loans provided to the farmers.

3 Based on information available with the Company in respect of MSME (The Micro Small & Medium Enterprises Development Act, 2006) the details are as under:

(i) Principal amount due and remaining unpaid as at 31.03.2016 - Rs.64.60 Lac (P.Y. - Rs. 28.10 Lac).

(ii) Interest amount due and remaining unpaid as at 31.03.2016 - Rs. Nil (P.Y. - Rs. NIL).

(iii) Interest paid in terms of section 16 of the MSME Act during the year - Rs. NIL (P.Y. - Rs. NIL).

(iv) The amount of interest due and payable for the period of delay in making payment which have been paid but beyond the appointed day during the year but without adding the interest specified - Rs. NIL (P.Y. Rs. NIL ).

(v) Payment made beyond the appointed day during the year - Rs. NIL (P.Y. - Rs. NIL ).

(vi) Interest accrued and unpaid as at 31.03.2016 - Rs. NIL (P.Y. -Rs. NIL).

4 Research and Development expenditure amounting to Rs. 1.36 Lac (previous year Rs. 2.32 Lac) has been charged to Profit and Loss statement.

5 The Company has only one business segment, i.e. Dairy Products, hence segment reporting as defined in Accounting Standard-17 is not applicable.

6 Conversion charges under Other Operating revenue represent income on account of contract manufacturing activities undertaken by the Company in terms of the agreements with Principal (Contractees) in which either party have right to release other by mutual consent.

(b) (i) Defined Benefits Plans:

Amounts recognized as an expense and included in Note 2.19 item “Salaries, Wages, Bonus” included Rs. 20.98 Lac (previous year Rs. 23.70 Lac) for Leave encashment and Rs.23.71 Lac (previous year Rs. 25.72 Lac) for Gratuity.

(ii) Defined Contribution Plans:

Amounts recognized as an expense and included in Note 2.19 item Contribution to PF & other funds of profit & loss statement.

(c) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

(d) Experience Adjustments

7 (i) Building includes Rs 959.03 Lac (Previous year 959.03 Lac) Gross funded by a body corporate and to the extent Rs. 963.92 Lac (Previous Year 963.92 Lac) have been included in other long term liabilities, pending for transfer under an agreement.

(ii) Capital work in progress includes pre-operative expenses: legal & professional fee Rs. 39.20 Lac (Previous Year Rs. 26.05 Lac), Processing Fee & Interest on Term Loan Rs.80.94 Lac (Previous Year Rs. 14.02 lac), Salary & allowances Rs. 21.43 lac (Previous Year Nil), Rent Rs. 6.00 Lac (Previous Year Nil) Insurance Exp. Rs. 1.83 Lac (Previous Year Nil) and Misc. Exp. Rs.6.09 Lac ( Previous year Nil).

8 Loans and Advances include advances to employees of Rs.6.19 Lac (previous year Rs. 2.91 Lac) in the ordinary course of business and as per service rules of the Company. Maximum amount outstanding during the year is Rs.10.81 Lac (previous year Rs. 4.33 Lac).

9 Balances of certain Trade Receivables, advances, Cans & Milk Analyzers (fixed assets) lying with the third parties are in the process of confirmation/reconciliation.

10 Estimated amount of contracts remaining to be executed on capital account (net of advance) is Rs. 145.44 Lac (previous year Rs. 986.81 Lac).

11 The Management has carried out review of the remaining useful lives of its Fixed assets and its value in use. As the recoverable amount as per projections exceeds the carrying amount, no impairment has been provided for in these accounts.

12 Prior period expenses included in respective heads of accounts includes Repair & Maintenance - P&M Rs. Nil (Previous Year Rs.0.18 Lac), Subscription & Membership Fee Rs. Nil (Previous Year Rs.0.04 Lac),Packing Expenses Rs. Nil (Previous year Rs.0.35 Lac), Interest Rs.0.93 Lac (Previous year Rs. Nil), Bonus Rs. 1.22 Lac (Previous Year Rs. Nil) and Misc.exp.Rs.4.92 Lac (Previous Year Rs. Nil).

Details of Remuneration to KMP: Chief Executive Officer Rs.30.43 Lac for the period 01.04.2015 to 07.08.2015 (previous year- Rs. 22.99 lac for the period 26.11.2014 to 31.03.2015), Chief Executive Officer Rs.15.56 Lac for the period 18.01.2016 to 31.03.2016 (Previous year- Rs. Nil), Manager Rs. 29.92 Lac (previous year- Rs. 23.28 lac for the period 13.05.2014 to 31.03.2015),Chief Financial Officer Rs.16.22 Lac (Previous year Rs.13.39), Company Secretary Rs.5.74 Lac for the period 01.04.2015 to 30.01.2016 (Previous year Rs.5.98 lac) & Company Secretary Rs.0.96 Lac for the period 11.02.2016 to 31.03.2016 (Previous year- Rs. Nil).

13 Previous year figures have been regrouped/rearranged/recasted wherever considered necessary.


Mar 31, 2015

1. Liability of a Term loan from a body corporate has been recognized to the extent and in terms of BIFR order.

2. During the current year, the Company has implemented Schedule II of the Companies Act 2013, and has accordingly computed the depreciation based on the revised useful life of the Fixed Assets (as prescribed under Schedule II of the Act). The Carrying value of the Fixed Assets which have completed their useful life as on 1st April, 2014 of Rs. 25.31 lac (Gross) excluding deferred tax asset of Rs. 8.76 lac have been charged off against the General Reserve. Had there not been any change in the useful life of the Fixed Assets the Depreciation would have been lower by Rs. 80.49 lac for the year ended March 2015.

3.(a) Contingent liabilities in respect of claims disputed/not accepted and not provided for is Rs.896.92 Lac as certified by the management (previous year Rs.304.70 Lac).Details thereof are, Sales tax Rs.100.73 Lac (previous year Rs. 53.79 Lac), Mandi fee (U.P.) Rs.181.66 Lac (previous year 181.66 Lac), Milk Cess (UP.) Rs.69.25 Lac (previous year Rs. 69.25 Lac).Income Tax Rs. 545.28 Lac (previous year Rs. Nil). Interest impact on above, if any, will be considered as and when arise.

(b) In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally settled.

(c) Company acted as a facilitator and has extended a guarantee to Yes Bank Limited of Rs 104.35 Lac (Previous Year -Nil) for loans provided to the farmers.

4. Based on information available with the Company in respect of MSME (The Micro Small & Medium Enterprises Development Act, 2006) the details are as under:

(i) Principal amount due and remaining unpaid as at 31.03.2015 - Rs.28.10 Lac (P.Y. - Rs. 70.55 Lac).

(ii) Interest amount due and remaining unpaid as at 31.03.2015 - Rs. Nil (P.Y. - Rs. NIL).

(iii) Interest paid in terms of section 16 of the MSME Act during the year - Rs. NIL (P.Y. - Rs. NIL).

(iv) The amount of interest due and payable for the period of delay in making payment which have been paid but beyond the appointed day during the year but without adding the interest specified - Rs. NIL (P.Y. Rs. NIL ).

(v) Payment made beyond the appointed day during the year - Rs. NIL (P.Y. - Rs. NIL ).

(vi) Interest accrued and unpaid as at 31.03.2015 - Rs. NIL (P.Y. -Rs. NIL).

5. Research and Development expenditure amounting to Rs.2.32 Lac (previous year Rs. 1.17 Lac) has been charged to Profit and Loss statement.

6. The Company has only one business segment, i.e. Dairy Products, hence segment reporting as defined in Accounting Standard-17 is not applicable.

7. Conversion charges under Other Operating revenue represent income on account of contract manufacturing activities undertaken by the Company in terms of the agreements with Principal (Contractees) in which either party have right to release other by mutual consent.

(b) (i) Defined Benefits Plans:

Amounts recognised as an expense and included in Note 2.19 item "Salaries, Wages, Bonus" included Rs.23.70 Lac (previous year Rs. 17.22 Lac) for Leave encashment and Rs.25.72 Lac (previous year Rs. 17.05 Lac) for Gratuity.

(ii) Defined Contribution Plans:

Amounts recognised as an expense and included in Note 2.19 item Contribution to PF & other funds of profit & loss statement.

(c) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

8. (i) Building includes Rs 959.03 Lac (Previous year 959.03 Lac) Gross funded by a body corporate and to the extent Rs. 963.92 Lac (Previous Year 963.92 Lac) have been included in other long term liabilities, pending for transfer under an agreement.

(ii) Capital work in progress includes pre-operative expenses: legal & professional fee Rs.26.05 Lac (Previous Year Rs. 7.00 Lac), Processing Fee & Interest on Term Loan Rs.14.02 Lac (Previous Year Nil).

9. Loans and Advances include advances to employees of Rs. 2.91 Lac (previous year Rs. 2.13 Lac) in the ordinary course of business and as per service rules of the Company. Maximum amount outstanding during the year is Rs. 4.33 Lac (previous year Rs. 8.28 Lac).

10. Balances of certain Trade Receivables, advances, Cans & Milk Analyzers (fixed assets) lying with the third parties are in the process of confirmation/reconciliation.

11. Estimated amount of contracts remaining to be executed on capital account (net of advance) is Rs.986.81 Lac (previous year Rs. 16.58 Lac).

12. The Management has carried out review of the remaining useful lives of its Fixed assets and its value in use. As the recoverable amount as per projections exceeds the carrying amount, no impairment has been provided for in these accounts.

13. Prior period expenses included in respective heads of accounts includes Repair & Maintenance - P&M Rs.0.18 Lac (Previous Year Nil), Subscription & Membership Fee Rs.0.04 Lac (Previous Year Nil),Packing Expenses Rs. 0.35 Lac (Previous year Nil ) and Rates & Taxes Rs. Nil (Previous year Rs. 1.29 Lac).

14. Previous year figures have been regrouped/rearranged/recasted wherever considered necessary.


Mar 31, 2014

1. Notes:-

(i) Rights and preferences attached to Equity Shares:-

a. The Company has only one class of Equity Shares having face value of Rs. 5/- each and each shareholder is entitled to one vote per share.

b. 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

(ii) Preference Shares :-

Pursuant to BIFR Order, 2,08,000 no. Preference Shares are redeemable on 20.10.2016 and 1,51,000 no. Preference Shares are redeemable on 30.06.2018.Each shareholder of preference shares is entitled to have a right to vote only on resolutions placed before the company which directly affect the rights attached to his/her preference shares and in proportion as paid up preference share capital bears to the total paid up capital. On liquidation the preference shares have preferential right to receive the preference share capital,but not in the distribution of surplus.

(a) Loan of Rs. 200 Lac (Previous year Rs. 300 lac) from a body corporate is Secured by a first pari passu charge over the moveable fixed assets of the Company both present and future and also,by a second charge on current assets of the Company both present & future.Rs.100 lac is payable on 1st Oct.2014 and balance of Rs. 100 lac on 1st Oct.2015

(b) Loan of Rs. 40 lac (Previous year Rs. 40 lac) from a body corporate is secured by a first pari passu charge over the entire moveable properties of the Company is payable on demand.

(c) Term Loan of Rs. 339.21 Lac (Previous year Rs. Nil ) from Bank is Secured by a first pari passu charge over the entire moveable properties of the Company situated at Gajraula both present and future and equitable mortgage over the factory land and building in the name of the Company situated at Gajraula, is payable in equal monthly installments of Rs. 13.78 lac each commencing from December,2013.

2 Liability of a Term loan from a body corporate has been recognized to the extent and in terms of BIFR order.

2.1 Contingent liabilities in respect of claims disputed/not accepted and not provided for is Rs. 304.70 Lac as certified by the management (previous year Rs. 305.85 Lac).Details thereof are, Sales tax Rs. 53.79 Lac (previous year Rs. 54.94 Lac), Mandi fee (U.P.) Rs. 181.66 Lac (previous year Rs. 181.66 Lac), Milk Cess (U.P.) Rs. 69.25 Lac (previous year Rs. 69.25 Lac). Interest impact on above, if any, will be considered as and when arise.

2.2 Based on information available with the Company in respect of MSME (The Micro Small & Medium Enterprises Development Act, 2006) the details are as under:

(i) Principal amount due and remaining unpaid as at 31.03.2014 - Rs. 70.55 Lac (P.Y. - Rs. 57.15 Lac).

(ii) Interest amount due and remaining unpaid as at 31.03.2014 Rs. Nil ( P.Y. - Rs. NIL).

(iii) Interest paid in terms of section 16 of the MSME Act during the year - Rs. NIL ( P.Y.- Rs. NIL).

(iv) The amount of interest due and payable for the period of delay in making payment which have been paid but beyond the appointed day during the year but without adding the interest specified - Rs. NIL ( P.Y. Rs. NIL ).

(v) Payment made beyond the appointed day during the year - Rs. NIL (P.Y.- Rs. NIL ).

(vi) Interest accrued and unpaid as at 31.03.2014 - Rs. NIL (P.Y. -Rs. NIL).

2.3 Research and Development expenditure amounting to Rs. 1.17 Lac (previous year Rs. 2.49 Lac) has been charged to Profit and Loss statement.

(b) (i) Defined Benefits Plans:

Amounts recognised as an expense and included in Note 2.19 item Salaries, Wages, Bonus included Rs.17.22 Lac (previous year Rs. 13.86 Lac) for Leave encashment.

(ii) Defined Contribution Plans:

Amounts recognised as an expense and included in Note 2.19 item Contribution to PF & other funds of profit & loss statement.

(c) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

2.4 The Company has only one business segment, i.e., Dairy Products, hence segment reporting as defined in Accounting Standard 17 is not applicable.

2.5 Conversion charges under Other Operating revenue represent income on account of contract manufacturing activities undertaken by the Company in terms of the agreements with Principal (Contractees) in which either party have right to release other by mutual consent.

2.5 The Management has carried out review of the remaining useful lives of its Fixed Assets and its value in use. As the recoverable amount as per projections exceeds the carrying amount, no impairment has been provided for in these accounts.

2.6 (i) Building includes Rs. 959.03 Lac (Previous year Rs. 959.03 Lac) Gross funded by a body corporate and to the extent Rs. 963.92 Lac (Previous Year Rs. 963.92 Lac) have been included in other long term liabilities, pending for transfer under an agreement.

(ii) Capital work in progress includes pre-operative expenses: legal & professional fee, pending capitalization amounting to Rs. 7.00 Lac (Previous year Rs. 36.54 Lac).

2.7 Loans and Advances include advances to employees of Rs. 2.13 Lac (previous year Rs. 5.67 Lac) in the ordinary course of business and as per service rules of the Company. Maximum amount outstanding during the year Rs. 8.28 Lac (previous year Rs. 7.43 Lac).

2.8 Balances of certain Trade Receivables, Cans & Milk Analyzers (fixed assets) lying with the third parties are in the process of confirmation/reconciliation.

2.9 As per Accounting Standard 18 "Related Party Disclosure" there is no related party identified during the year. Hence, there is no related party transaction during the year which needs to be disclosed.

2.10 Estimated amount of contracts remaining to be executed on capital account (net of advance) Rs. 16.58 Lac (previous year Rs. 31.74 Lac).

2.11 Prior period expenses included in respective heads of accounts are Rates & Taxes exp. Rs.1.29 Lac (Previous year Rs. 0.67 Lac).


Mar 31, 2013

1.1 The Company has been discharged from the purview of SICA/BIFR vide order dated 07th December,2012 of the Hon''ble Board for Industrial and Financial Reconstruction (BIFR).

1.2 Liability of a Term loan from a body corporate has been recognized to the extent and in terms of BIFR order.

1.3 Contingent liabilities in respect of claims disputed/not accepted and not provided for is Rs.305.85 Lac as certified by the management (previous year Rs.305.85 Lac).Details thereof are, Sales tax Rs.54.94 Lac (previous year Rs. 54.94 Lac), Mandi fee (U.P.) Rs.181.66 Lac (previous year 181.66 Lac), Milk Cess(U.P.) Rs.69.25 Lac (previousyear Rs. 69.25 Lac). Interest impact on above, if any, will be considered as and when arise.

1.4 Based on information available with the Company in respect of MSME (The Micro Small & Medium Enterprises Development Act, 2006) the details are as under:

(i) Principal amount due and remaining unpaid as at 31.03.2013 - Rs.57.15 Lac ( P.Y. - Rs. 0.91 Lac).

(ii) Interest amount due and remaining unpaid as at 31.03.2013 - Rs. Nil ( P.Y. - Rs. NIL).

(iii) Interest paid in terms of section 16 of the MSME Act during the year - Rs. NIL ( P.Y.- Rs. NIL).

(iv) The amount of interest due and payable for the period of delay in making payment which have been paid but beyond the appointed day during the year but without adding the interest specified - Rs. NIL ( P.Y. Rs. NIL).

(v) Payment made beyond the appointed day during the year - Rs. NIL ( P.Y.- Rs. NIL ).

(vi) Interest accrued and unpaid as at 31.03.2013 - Rs. NIL ( P.Y. -Rs. NIL).

1.5 Research and Development expenditure amounting to Rs 2.49 Lac (previous year Rs. 0.50 Lac) has been debited to Profit and Loss statement.

1.6 The Company has only one business segment, i.e., Dairy Products, hence segment reporting as defined in Accounting Standard-17 is not applicable.

1.7 Conversion charges under Other Operating revenue represent income on account of contract manufacturing activities undertaken by the Company in terms of the agreements with Principal (Contractees) in which either party have right to release other by mutual consent.

1.8 As stipulated in Accounting Standard on Impairment of Assets (AS -28), the Management has carried out review of the remaining useful lives of its Fixed Assets and its value in use. As the recoverable amount as per projections exceeds the carrying amount, no impairment has been provided for in the accounts.

1.9 (i) Building includes Rs 959.03 Lac (Previous year 959.03 Lac) funded by the other party to the extent of Rs. 963.92 Lac (Previous Year 963.92 Lac), included in other long term liabilities, pending for transfer under an agreement.

(ii) Capital work in progress includes pre-operative expenses: legal & professional fee, pending capitalization amounting to Rs.36.54 Lac (Previous year Rs. 16.85 Lac).

1.10 Loans and Advances include loan to employees of Rs.5.67 Lac (previous year Rs. 4.50 Lac) in the ordinary course of business and as per service rules of the Company. Maximum amount outstanding during the year Rs.7.43 Lac (previous year Rs. 5.98 Lac).

1.11 Balances of certain Debtors, Cans (fixed assets) lying with the third parties & Current Liabilities (including Advance from Customers) and Secured Loans are in the process of confirmation/reconciliation. In view of necessary controls Company does not expect any material impact on the statement of affairs of the Company.

1.12 As per Accounting Standard 18 "Related Party Disclosure" there is no related party identified during the year. Hence, there is no related party transaction during the year which needs to be disclosed.

1.13 Estimated amount of contracts remaining to be executed on capital account Rs.44.34 Lac (previous year Rs. 126.43 Lac),{ net of advances Rs 31.74 Lac (previous year Rs. 13.93 Lac)}.

1.14 Prior period expenses included in respective heads of accounts are Rates & Taxes exp. Rs. 0.67 Lac (Previous year Rs. 46.52 Lac),

1.15 In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally settled.

1.16 Previous year figures have been regrouped/rearranged/recasted wherever considered necessary.


Mar 31, 2012

(i) Equity Shares :-

(a) The company has only one class of equity shares having Par value of Rs. 5 per share. Each Shareholder of Equity Share is entitled to one vote per share and also has equal right (after as stated in para (ii) below) in distribution of profit/surplus in proportion to the equity share held by shareholder.

(b) 1,00,00,000 Equity shares alloted to certain parties at par have a lock in period of 3 years from the date of issue i.e.28.01.2010

(ii) Preference Shares :-

Pursuant to BIFR Order, 2,08,000 Preference Shares are redeemable on 20.10.2016 and 1,51,000 Preference Shares are redeemable on 30.06.2018. Each shareholder of preference shares is entitled to have a right to vote only on resolutions placed before the company which directly affect the rights attached to his/her preference shares and in proportion as paid up preference share capital bears to the total paid up capital.

(a) Loan of Rs. 595 Lac (Previous year Rs. 645 lac) from a body corporate is Secured by a first charge on the fixed assets of the factory located at Gajraula and Rs. 295 lac is payable on 1st 0ct.2012 and balance in three equal installments of Rs.100 lac each.

(b) Loan of Rs. 40 Lac (Previous year Rs. 40 lac) from a body corporate is secured by pari passu charge by way of mortgage on all immovable assets of the Company (both present and future) except immovable assets mortgaged against Housing Loan and hypothecation of Movables (save and except book debt) is payable on demand.

(c) Housing loan of Rs. 113.72 Lac (Previous year Rs.113.72 lac) is secured by way of mortgage on specified dwelling units and land and is payable in 2015-16 as per the order of BIFR.

1.1 The networth of the Company has turned positive during the year ended 31.03.2012

1.2 Liability of a Housing loan and Term loan from a body corporate has been recognized to the extent and in terms of BIFR order. Lender of housing loan did not agree with the order of BIFR and filed appeal before the Hon'ble High Court.Hon'ble High Court has passed the order that "They should move an appropriate application before the BIFR seeking suitable modification in sanctioned scheme". Adjudication is pending before BIFR;impact,if any,on this account will be considered on final resolution.

1.3 Charges in respect of debentures extinguished pursuant to rehabilitation scheme (The Scheme) sanctioned by Hon'ble Board for Industrial and Financial Reconstruction (BIFR) are in process of satisfaction.

1.4 Contingent liabilities in respect of claims disputed/not accepted and not provided for is Rs.305.85 lac as certified by the management (previous year Rs.348 lac). Details thereof are, Sales tax Rs.54.94 lac (previous year Rs. 97.09 lac), Mandi fee (U.P.) Rs.181.66 lac (previous year 181.66 lac), Milk Cess (U.P.) Rs. 69.25 lac (previous year Rs. 69.25 lac).Interest impact on above, if any, will be considered as and when arise.

1.5 (a) In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally settled.

(b) In view of provisions of the section 115JB (2) [Explanations 1(vii)] MAT provision is not required to be made.

1.6 The company is in the process of compiling the additional information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006. The management is currently in the process of identifying enterprises which have provided goods and services to the company and which qualify under the definition of micro, small and medium enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006(MSME). However, in view of the management there was no delay in the payment of dues of MSME parties and the impact of interest, if any that may be payable in accordance with the provisions of the act is not expected to be material. Further to the extent information so far available with the Company the details are as under:

(i) Principal amount due and remaining unpaid as at 31.03.2012 - Rs. 0.91 Lac ( P.Y. - Rs. NIL)

(ii) Interest amount due and remaining unpaid as at 31.03.2012 - Rs. NIL ( P.Y. - Rs. NIL)

(iii) Interest paid in terms of section 16 of the MSME Act during the year - Rs. NIL ( P.Y.- Rs. NIL)

(iv) The amount of interest due and payable for the period of delay in making payment which have been paid but beyond the appointed day during the year but without adding the interest specified - Rs. NIL ( P.Y. Rs. NIL )

(v) Payment made beyond the appointed day during the year - Rs. NIL ( P.Y.- Rs. NIL )

(vi) Interest accrued and unpaid as at 31.03.2012 - Rs. NIL ( P.Y. -Rs. NIL )

1.7 Research and Development expenditure amounting to Rs.0.50 lac (previous year Rs. 0.22 lac) has been debited to Profit Loss account.

(b) (i) Defined Benefits Plans

Amounts recognised as an expense and included in Note 2.20 item "Salaries, Wages, Bonus" included Rs.11.69 lac (previous year Rs. 7.71 lac) for Leave encashment;

(ii) Defined Contribution Plans

Amounts recognised as an expense and included in Note 2.20 item Contribution to PF & other funds of profit & loss statement.

(c ) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

1.8 The Company has only one business segment, i.e., Dairy Products, hence segment reporting as defined in Accounting Standard - 17 is not applicable.

1.9 Considering the prudence and based on the management assessment, no Deferred Tax Asset (net),in accordance with the Accounting Standard - 22 issued by The Institute of Chartered Accountants of India,has been accounted for.

1.10 Conversion charges under Other Operating revenue represent income on account of contract manufacturing activities undertaken during the year.

1.11 As stipulated in Accounting Standard on Impairment of Assets (AS -28), the Management has carried out review of the remaining useful lives of its Fixed Assets and its value in use. As the recoverable amount as per projections exceeds the carrying amount, no impairment has been provided for in the accounts.

1.12 (i) Building & capital work in progress includes Rs.959.03 lac(Previous year 928.12 lac) & Rs.Nil (Previous year Rs.20.88 lac) respectively being cost which under an agreement to transfer subject to BIFR Approval, pending which the cost to the extent of Rs.963.92 lac (Previous year Rs. 949.00 lac) has been funded by the other party and included in "Other Long-Term Liabilities".

(ii) Capital work in progress includes pre-operative expenses,paid on account of legal & professional fee, pending capitalisation amounting to Rs.16.85 lac (Previous year Rs.Nil)

1.13 Loans and Advances include loan to employees of Rs.4.50 lac (previous year Rs. 1.29 lac) in the ordinary course of business and as per service rules of the Company. Maximum amount outstanding during the year Rs.5.98 lac (previous year Rs. 8.58 lac).

1.14 Balances of certain Debtors,Cans (fixed assets) lying with the third parties & Current Liabilities (including Advance from Customers) and Secured Loans of two parties are in the process of confirmation/reconciliation.In view of necessary controls Company does not expect any material impact on the statement of affairs of the Company .

1.15 As per Accounting Standard 18 "Related Party Disclosure" there is no related party identified during the year. Hence, there is no related party transaction during the year which needs to be disclosed.

1.16 Estimated amount of contracts remaining to be executed on capital account Rs.126.43 lac (previous year Rs. 7.82 lac), {net of advances Rs13.93 lac (previous year Rs. Nil)}.

1.17 Prior period expenses included in respective heads of accounts are Rates & Taxes exp. Rs.46.52(Previous year Rs. 0.15 lac), Prior period incomes included in respective heads are duty drawback Rs.Nil (Previous year Rs.0.60 lac) & Insurance Rs.Nil (Previous year Rs.0.42 Lac).

1.18 During the year ended 31st.March 2012,the revised Schedule VI notified under the Companies Act 1956,has become applicable to the Company.Thus previous year figures has been reclassified/recasted suitably.The adoption of revised schedule VI does not impact recognition and measurement principles followed for preparation of financial statements except for presentation and disclosures wherever required.


Mar 31, 2011

1. Pursuant to Rehabilitation Scheme (The Scheme) sanctioned by Hon'ble Board for Industrial and Financial Reconstruction (BIFR) vide its Order dated 03.08.2009 effective from the cut off date i.e. 01.10.2008, in previous year

a) (i) Paid up value of equity shares have been reduced from Rs. 10/- to Rs. 51- resulting in capital reduction aggregating to Rs. 600.1 6 lacs. Further face value of equity shares (paid up capital) have been reduced from Rs. 10/- to Rs. 5/- (per share). Rs. 600.1 6 lacs on reduction of equity share capital has been adjusted against debit balance of the Profit & Loss Account, (ii) provision for Preference Share Premium amounting to Rs. 179.50 lacs has been written back and loan liability (net of interest cost up to cut off date amounting to Rs. 217.42 lacs pertaining to previous periods) aggregating to Rs. 564.49 lacs has been subsided (including extinguishment of debentures). The Company is in process of getting NOC from debenture trustee. Accordingly Rs. 743.99 lacs have been shown as 'Extra Ordinary Items' in the Profit & Loss Account.

b) Liability of Housing loan and Term loan from a body corporate (which is not traceable) has been recognized to the extent and in terms of BIFR order. Housing loan party has not agreed with the order of BIFR and has filed appeal before the Hon'ble AAIFR, which is pending adjudication; impact, if any, on this account will be considered on final resolution.

c) Uttar Pradesh State Govt, to extend sales tax exemption period for the balance amount of Rs. 1465.08 lacs (being difference between Rs. 2722.1 2 lacs and Rs 1 257.04 lacs), allow concessions as per UP State Govt. Policy Guidelines for Sick Industrial Units, exempt from the applicability of minimum demand charges of electricity, electricity duty etc; for a period of 7 years from the cut off date. Pending necessary approval from UP State Govt., no impact of the same has been considered in these accounts.

d) Out of remaining loan liability (after subsidence as above) of Rs. 1294.63 lacs, 100 lacs new equity shares of Rs.5/- each, fully paid up, aggregating to Rs. 500 lacs has been allotted to the promoter group companies and balance amount was shown as Term Loan.

2. Charges in respect of debentures extinguished in previous year pursuant to rehabilitation scheme (The Scheme) sanctioned by Hon'ble Board for Industrial and Financial Reconstruction (BIFR) are in process of satisfaction.

3. Contingent liabilities in respect of claims disputed/not accepted and not provided for is Rs.348 lacs as certified by the management (previous year Rs.351.39 lacs). Details thereof are, Sales tax Rs.97.09 lacs (previous year Rs. 97.09 lacs), Mandi fee (U.P.) Rs.1 81.66 lacs (previous year 1 81.66 lacs), Milk Cess (U.P.) Rs. 69.25 lacs (previous year Rs. 69.25 lacs) and Income tax Rs. NIL (previous year Rs.3.39 lacs).Interest impact on above, if any, will be considered as and when arise.

4. (a) In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally settled.

(b) In the absence of taxable profits no provision for tax has been made.

5. The company is in the process of compiling the additional information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006. The management is currently in the process of identifying enterprises which have provided goods and services to the company and which qualify under the definition of micro, small and medium enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such micro, small and medium enterprises as at 31st March 2011 (including interest paid/ payable, if any to them) has not been made in the financial statements. However, in view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

6. Research and Development expenditure amounting to Rs. 0.22 lacs (previous year Rs. 0.21 lacs) has been debited to Profit and Loss account.

7. The Accounts have been prepared on the basis of Going Concern Concept'despite negative net worth as on 31.03.2011 in view of Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction and management is confident about positive business results in near future.

(b) (i) Defined Benefits Plans

Amounts recognised as an expense and included in Schedule 13: item Salaries, Wages, Bonus, Gratuity etc. included Rs. 7.47 lacs (previous year Rs. 6.04 lacs) for Gratuity & Rs. 7.71 lacs (previous year Rs. 6.87 lacs) for Leave encashment;

(ii) Defined Contribution Plans

Amounts recognised as an expense and included in Schedule 13 Contribution to PF & other funds of profit & loss account is Rs. 23.40 lacs (previous year Rs. 1 6.73 lacs) and amount included in pre-operative expenses in note no. 14 herein below Contribution to PF & other funds is NIL (Previous year Rs. 0.62 lacs).

(c) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

8. Since the Company has substantial carried forward business losses and unabsorbed depreciation, it is unlikely to have taxable profits in near future and hence it is not considered necessary to create deferred tax asset (net) in accordance with the Accounting Standard 22 issued by the Institute of Chartered Accountants of India.

9. The Company has only one business segment, i.e., Dairy Products, hence segment reporting as defined in Accounting Standard 1 7 is not applicable.

10. Balances Written Back under other income is net of balances written off amounting to Rs. NIL (Previous year Rs. 0.07 lacs).

11. Conversion charges under Other Income represent income on account of contract manufacturing activities undertaken during the year.

12. As stipulated in Accounting Standard on Impairment of Assets (AS -28), the Management has carried out review of the remaining useful lives of its Fixed Assets and its value in use. As the recoverable amount as per projections exceeds the carrying amount, no impairment has been provided for in the accounts.

13. (i) Building & capital work in progress includes Rs. 928.12 lacs(Previous year 936.74 lacs) & Rs.20.88 lacs (Previous year NIL) respectively being cost which under an agreement to transfer subject to BIFR Approval, pending which the cost to the extent of Rs. 949.00 lacs (Previous year Rs. 887.00 lacs) has been funded by the other party and included in Other Liabilities .

14. Loans and Advances include loan to employees of Rs. 1.29 lacs (previous year Rs. 0.82 lacs) in the ordinary course of business and as per service rules of the Company. Maximum amount outstanding during the year Rs. 8.58 lacs (previous year Rs. 1.00 lacs).

15. Balances of certain Debtors, Loans & Advances and Current Liabilities (including Advance from Customers) and Secured Loans are in the process of confirmation/reconciliation.

16. As per Accounting Standard 18 Related Party Disclosure there is no related party identified during the year. Hence, there is no related party transaction during the year which needs to be disclosed.

17. Estimated amount of contracts remaining to be executed on capital account Rs. 7.82 Lacs (previous year Rs. 12.67 lacs), (net of advances Rs.NIL (previous year Rs. 4.23 lacs)).

18. Prior period expenses included in respective heads of accounts are Rates & Taxes exp. Rs. 0.15 lacs (Previous year Rs. 6.23 lacs), interest Rs. NIL (Previous year Rs. 0.57 lacs), legal & professional exp. Rs. NIL (Previous year Rs. 1.31 lacs). Prior period incomes included in respective heads are duty drawback Rs.0.60 lacs (Previous year NIL) & Insurance Rs. 0.42 lacs (Previous year NIL).

19. Previous Year figures have been re-grouped / rearranged / recasted wherever necessary.


Mar 31, 2010

1. Pursuant to Rehabilitation Scheme (The Scheme) sanctioned by Honble Board for Industrial and Financial Reconstruction (BIFR) vide its Order dated 03.08.2009 becoming effective from the cut off date i.e. 01.10.2008:

a) (i) Paid up value of equity shares have been reduced from Rs. 10/- to Rs. 5/- resulting in capital reduction aggregating to Rs. 600.16 lacs. Further face value of equity shares (paid up capital) have been reduced from Rs. 10/- to Rs. 5/- (per share). Rs. 600.16 lacs on reduction of equity share capital has been adjusted against debit balance of the Profit & Loss Account, (ii) provision for Preference Share Premium amounting to Rs. 179.50 lacs has been written back and loan liability {net of interest cost up to cut off date amounting to Rs. 217.42 lacs pertaining to previous periods} aggregating to Rs. 564.49 lacs has been subsided (including extinguishment of debentures). The Company is in process of getting NOC from debenture trustee. Accordingly Rs. 743.99 lacs have been shown as Extra Ordinary Items in the Profit & Loss Account.

b) Liability of Housing loan from GIC and LAZARD (which is not traceable) has been recognized to the extent and in terms of BIFR order. GIC has not agreed with the order of BIFR and has filed appeal before the Honble AAIFR, which is pending adjudication; impact, if any, on this account will be considered on final resolution.

c) Uttar Pradesh State Govt, to extend sales tax exemption period for the balance amount of Rs. 1465.08 lacs (being difference between Rs. 2722.12 lacs and Rs 1257.04 lacs), allow concessions as per UP State Govt. Policy Guidelines for Sick Industrial Units, exempt from the applicability of minimum demand charges of electricity, electricity duty etc; for a period of 7 years from the cut off date. Pending necessary approval from UP State Govt., no impact of the same has been considered in these accounts.

d) Out of remaining loan liability (after subsidence as above) of Rs. 1294.63 lacs, 100 lacs new equity shares of Rs.5/- each, fully paid up, aggregating to Rs. 500 lacs to the promoter group companies are to be issued and allotted and balance amount has been shown as Term Loan.

2. The Board of Directors of the Company has allotted on 28.01.2010, 100 lacs new equity shares of Rs.5/- each, fully paid up, aggregating to Rs. 500 lacs to the promoter group companies in compliance with the aforesaid BIFR Order (becoming effective from the cut off date i.e. 01.10.2008). Accordingly, the paid up equity share capital has become Rs. 1100.16 lacs. Consequently the basic and diluted EPS and number of shares described above have been computed for the current year and recomputed for the previous year.

3. Contingent liabilities in respect of claims disputed/not accepted and not provided for is Rs.351.39 lacs as certified by the management (previous year Rs.396.80 lacs). Details thereof are, Sales tax Rs.97.09 lacs (previous year Rs. 136.27 lacs), Mandi fee (U.P.) Rs.181.66 lacs (previous year Rs. 187.89 lacs), Milk Cess (U.P.) Rs. 69.25 lacs (previous year Rs. 69.25 lacs) and Income tax Rs. 3.39 lacs (previous year Rs.3.39 lacs). Interest impact on above, if any, will be considered as and when arise.

4. In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally settled.

5. The Company is in the process of compiling the additional information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006. The management is currently in the process of identifying enterprises which have provided goods and services to the Company and which qualify under the definition of micro, small and medium enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such micro, small and medium enterprises as at 31st March 2010 (including interest paid/ payable, if any to them) has not been made in the financial statements. However, in view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

6. Research and Development expenditure amounting to Rs. 0.21 lacs (previous year Rs. 0.15 lacs) has been debited to Profit and Loss account.

7. The Accounts have been prepared on the basis of Going Concern Concept despite negative net worth as on 31.03.2010 in view of Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction and management is confident about positive business results in near future.

(ii) Defined Contribution Plans

Amounts recognised as an expense and included in Schedule 13 "Contribution to PF & other funds" of profit & loss account is Rs. 16.73 lacs (previous year Rs. 7.39 lacs) and amount included in pre-operative expenses in note no. 14 herein below "Contribution to PF & other funds" is Rs. 0.62 lacs (Previous year Rs. 0.20 lacs).

(c) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

(d) Contribution to PF Trust has been switched over to Contribution to Recognised Provident Fund w.e.f. 1sl April 2009.

9. Since the Company has substantial carried forward business losses and unabsorbed depreciation, it is unlikely to have taxable profits in near future and hence it is not considered necessary to create deferred tax asset (net) in accordance with the Accounting Standard - 22 issued by the Institute of Chartered Accountants of India.

10. The Company has only one business segment, i.e., Dairy Products, hence segment reporting as defined in Accounting Standard - 17 is not applicable.

11. Balances Written Back under Other Income are net of balances written off amounting to Rs. 0.07 lacs (Previous year Rs. 0.18 Lacs).

12. Conversion charges under Other Income represent income on account of contract manufacturing activities undertaken during the year.

13. As stipulated in Accounting Standard on Impairment of Assets (AS -28), the Management has carried out review of the remaining useful lives of its Fixed Assets and its value in use. As the recoverable amount as per projections exceeds the carrying amount, no impairment has been provided for in the accounts.

14. (i) Addition to building (Previous year capital work in progress representing building under construction) includes

Rs. 936.74 lacs being cost which under an agreement to transfer subject to BIFR Approval, pending which the cost to the extent of Rs. 887.00 lacs has been funded by the other party and included in "Other Liabilities".

15. Loans and Advances include loan to employees of Rs. 0.82 lacs (previous year Rs. 0.21 lacs in the ordinary course of business and as per service rules of the Company. Maximum amount outstanding during the year Rs. 1.00 lacs (previous year Rs. 1.16 lacs). There has been bad debts of Rs. NIL lacs out of Provision for Doubtful Debts (previous year Rs. 2.87 lacs)

16. Balances of certain Debtors, Loans & Advances and Current Liabilities (including Advance from Customers) and Secured Loans are in the process of confirmation/reconciliation.

17. As per Accounting Standard 18 "Related Party Disclosure" there is no related party identified during the year. Hence, there is no related party transaction during the year which needs to be disclosed.

18. Estimated amount of contracts remaining to be executed on capital account Rs. 12.67 lacs (previous year figure Rs.179.31 lacs),{ net of advances Rs.4.22 lacs (previous year Rs. 25.18 lacs)}.

19. Prior period expenses included in respective heads of accounts are interest Rs. 0.57 lacs (Previous year NIL), legal & professional exp. Rs. 1.31 lacs (Previous year NIL) and rates & taxes Rs. 6.23 lacs (Previous year NIL).

20. Previous Year figures have been re-grouped / rearranged / recast wherever necessary.

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