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Notes to Accounts of Umang Dairies Ltd.

Mar 31, 2018

I. The Company Overview

Umang Dairies Limited (‘‘the Company’’) is a public limited Company incorporated and domiciled in India and its shares are publicly traded on the National Stock Exchange (‘NSE’) and the Bombay Stock Exchange (‘BSE’), in India. The registered office of the Company is situated at Gajraula, Hasanpur Road, Gajraula -244235 Dist., Amroha, Uttar Pradesh, India. The Company is engaged in the business of dairy products.

These financial statements were approved and adopted by Board of Directors of the Company in their meeting held on 3rd May, 2018.

II. Basis of preparation of financial statements:

(i) statement of compliance

The Financial Statements has been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and relevant provisions of the Companies Act, 2013.

(ii) Basis of preparation

The financial statements of the Company comply in all material aspects with Indian Accounting Standards (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 (“the Act”), as notified under the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India.

The financial statements up to year ended 31st March, 2017 were prepared in accordance with Generally Accepted Accounting Principles (GAAP) in India and complied with the applicable accounting standards prescribed in the Companies (Accounting Standards) Rules, 2014 issued by the Central Government and as per relevant provisions of the Companies Act, 2013 read together with Paragraph 7 of The Companies (Accounts) Rules, 2014, which hereinafter referred as “Previous GAAP”.

The preparation of these financial statements resulted in changes to the Company’s accounting policies as compared to the most recent annual financial statements prepared under Previous GAAP, wherever necessary. All accounting policies and applicable Ind AS have been applied consistently and retrospectively to all periods, including the previous financial year presented and the Ind AS opening balance sheet as at 1st April, 2016 (Transition Date). The resulting difference between the carrying amounts under Ind AS and Previous GAAP as on the Transition Date has been recognised directly in Retained Earnings. An explanation of how the transition to Ind AS has affected the reported financial position, financial performance and cash flows of the Company is provided in note. no. 40.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The financial statements are presented in INR and all values are rounded to the nearest INR Lakhs, except when otherwise indicated.

(iii) use of Estimates

The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these financial statements have been disclosed in respective note.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

(iv) Classification of Assets and Liabilities as Current and Non current

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset/liabilities is treated as current when it is:

- Expected to be realised/settled (liabilities) or intended to be sold or consumed in normal operating cycle.

- Held primarily for the purpose of trading

- Expected to be realised/settled within twelve months after the reporting period, or

- Cash and cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other assets/liabilities are classified as noncurrent. Deferred tax assets and liabilities are classified as non-current assets/liabilities.

The operating cycle is the time between the acquisition of the assets for processing and their realisation in cash and cash equivalents.

(a) Rights and preferences attached to Equity shares:

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. 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.

Notes

(a) Term Loan of Rs NIL (31st March,17: Rs. 82.83 Lakhs, 01st April,16: Rs. 171.75 Lakhs) 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 quarterly instalments of Rs.22.75 Lakhs each commencing from April,2015.

(b) Term Loan of Rs 568.11 Lakhs (31st March,17: Rs. 854.54 Lakhs, 01st April,16: Rs. 1037.82 Lakhs) 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 instalments of Rs.71.88 Lakhs commencing from June,2016.

(c) Term Loan of Rs NIL (31st March,17: NIL, 01st April,16: Rs. 41.12 Lakhs ) 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.

(d) Term Loan of Rs 8.15 Lakhs (31st March,17: 122.95 Lakhs , 01st April,16: Rs. 129.94 Lakhs ) 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 instalments of Rs. 29.15 Lakhs commencing from July,2016.

(e) Term Loan of Rs. 495.34 Lakhs (31st March,17: NIL, 01st April,16: 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 16 quarterly instalments of Rs. 20.00 Lakhs and 8 quarterly instalments of Rs. 22.50 Lakhs commencing from December, 2018.

(f) Vehicle Loan of Rs. 51.75 Lakhs (31st March,17: 49.58 Lakhs, 01st April,16: Rs. 5.17 Lakhs) from NBFC is secured by way of hypothecation of vehicle purchased thereunder. Loan is repayable in different equal monthly instalments including interest, for different loan taken on different rates.

Note 1.1

Pursuant to BIFR Order, 2,08,000 Preference Shares were redeemed on 20.10.2016 and balance 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. On liquidation the preference shares have preferential right to receive the preference share capital, but not in the distribution of surplus.

(i) Working Capital Borrowing of Rs. 2498.25 Lakhs (31st March,17 : Rs. 1071.64 Lakhs , 01st April,16 : Rs. 811.29 Lakhs) from Bank is secured by first pari passu charge over the entire moveable properties of the Company both present and future and the equitable mortgage over the immovable properties in the name of the Company situated at Gajraula.

(ii) Working Capital demand Loan of Rs. 150.00 Lakhs (31st March,17 : Rs. NIL, 01st April,16 : Rs. NIL) from Bank is secured by first pari passu charge over current assets both presented future and second pari passu charge over moveable fixed assets of the Company both present and future and second pari passu charge on the equitable mortgage over the immovable properties in the name of the Company situated at Gajraula.

(iii) Working Capital demand Loan of Rs. 700.00 Lakhs (31st March,17 : Rs. 700.00 Lakhs , 01st April,16 : Rs. NIL) from a Bank is secured by subservient charge on all the current assets & moveable fixed assets of the Company both present and future.

The Company has procured certain capital goods under EPCG scheme at a concessional rate of duty. As on 31st March, 2018, the Company is contingently liable to pay differential custom duty Rs. 12.93 Lakhs (31st March 2017 Rs. 12.93 Lakhs) on such procurement. In view of past export performance & future projections, the management is hopeful of completing the export obligation within stipulated time, and expect no cash outflow on this account.

Note No. 2

expenditure on research and development (r&d) activities during THE YEAR

Research and Development expenditure amounting to Rs. 0.94 Lakhs (previous year Rs.2.67 Lakhs ) has been charged to the Statement of Profit and Loss.

Note No. 3

Information about Business Segment (for the year 2017-18)

According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. The business activity of the company falls within one broad business segment viz. “Dairy Products” and substantially sale of the product is within the country. The Gross income and profit from the other segment is below the norms prescribed in Ind AS 108. Hence, the disclosure requirement of Ind AS 108 of ‘Segment Reporting’ is not considered applicable.

Note No. 4

The Board of directors has recommended dividend of Rs. 0.25 per equity share aggregating to Rs. 66.32 Lakhs including corporate dividend tax of Rs. 11.31 Lakhs for the financial year ended March 31, 2018 and same is subject to approval of shareholders at the ensuing Annual General Meeting.

Note No. 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.

6 Employee benefits

The Company contributes to the following post-employment defined benefit plans in India.

The Company participates in defined contribution and benefit schemes, the assets of which are held (where funded) in separately administered funds. For defined contribution schemes the amount charged to the statements of profit or loss is the total of contributions payable in the year.

(i) Defined Contribution Plans:

The Company makes contributions towards provident fund to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

(ii) Defined Benefit Plan:

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.

The most recent actuarial valuation of the present value of the defined benefit obligation for gratuity were carried out as at 31 March 2018. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Sensitivities due to mortality & withdrawals are insignificant & hence ignored. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

F Description of risk exposures:

Defined benefit plans expose the Company to actuarial risks such as: Interest rate risk, Salary risk and Demographic Risk.

i. interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If the bond yield falls, the defined benefits obligation will tend to increase.

ii. salary risk: Higher than expected increase in salary will increase the defined benefit obligation.

ii. Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that includes mortality, withdrawals, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends on the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

7 Related Party Transactions (to the extent identified by the Company)

In accordance with the requirements of Ind AS 24, on related party disclosures, name of the related party, relationship, transactions and outstanding balances including commitments where control exits and with whom transactions have taken place during reported periods are as follows:

The following methods and assumptions were used to estimate the fair values.

A Company has adopted effective rate of interest for calculating Interest. This has been calculated as the weighted average of effective interest rates calculated for each loan. In addition processing fees and transaction cost relating to each loan has also been considered for calculating effective interest rate.

B Fair value of cash and deposits, trade receivables, trade payables, and other current financial assets and liabilities are at their carrying amounts due to the short-term nature of these instruments.

C The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are:

(a) recognised and measured at fair value and

(b) measured at amortised cost and for which fair values are disclosed in the financial statements.

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

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

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

There are no transfers between level 1 and level 2 during the year.

8 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk;

- Market risk

- Currency risk

- Interest rate risk

- Commodity price risk and

- Capital Risk Management

i. Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the processes to ensure that executive management controls risks through the mechanism of property defined framework.

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 by the board annually to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii. 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, and arises principally from the Company’s receivables from customers and investments in debt securities.

The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk very closely both in domestic and export market. The Management impact analysis shows credit risk and impact assessment as low.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. The Company Management has established a procedure under which each new customer is analyzed individually for creditworthiness. The Company’s review includes market check, industry feedback, past financials and external ratings, if they are available, and in some cases bank references. Sale limits are established for each customer and reviewed quarterly. Any sales exceeding those limits require approval from the Chief Executive Officer of the Company.

Most of the Company’s customers have been transacting with the Company for over four years, and no significant impairment loss has been recognized against these customers. In monitoring customer credit risk, customers are reviewed according to their credit characteristics, including whether they are an individual or a legal entity, their geographic location, industry and existence of previous financial difficulties.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables.

The carrying amount net of loss allowances of trade receivables is 1241.85 Lakhs (31 March 2017 - Rs 434.77 Lakhs, 1 April 2016 - Rs 266.49 Lakhs).

iii. Liquidity risk

The Company’s objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements at all times. The Company relies on a mix of borrowings and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium/ long term expansion needs. The Company monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

iv. market risk

Market risk is the risk that changes in market prices - such as interest rates - will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Company uses various debt instruments to manage market risks on account of interest rates. All such transactions are carried out as per guidelines of the Management.

v. currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD for exports and small exposure in EUR for import of machinery/spares. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s functional currency (Rs.). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the Rs. cash flows of highly probable forecast transactions by hedging the foreign exchange inflows on regular basis. The Company also take help from external consultants who for views on the currency rates in volatile foreign exchange markets.

Since Company received/ paid advance against exports/imports as a result Currency risks related to the principal amounts of the Company’s foreign currency receivables/payables does not arise.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company’s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.

vi. Interest rate risk

The Company’s main interest rate risk arises from long-term and short term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During 31 March 2018 and 31 March 2017, the Company’s borrowings at variable rate were denominated in Rupees.

Currently the Company’s borrowings are within acceptable risk levels, as determined by the management, hence the Company has not taken any swaps to hedge the interest rate risk.

Exposure to interest rate risk

The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the Company is as follows.

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss. A change of 50 basis points in interest rates would have increased or decreased equity by Rs. 0.13 lakhs after tax (Previous year Rs. 0.13 lakhs ). This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

vii. commodity price risks

The Company is exposed to the movement in price of key raw materials in domestic markets. The Company has in place policies to manage exposure to fluctuations in the prices of the key raw materials used in operations. The Company manages fluctuations in raw material price through hedging in the form of major procurement and high production of semi finished products in seasons when the prices are perceived to be low as strategic sourcing initiative in order to keep raw material and prices under check to the extent possible.

viii. capital Risk Management

The Company’s policy is to maintain an adequate capital base so as to maintain creditor and market confidence and to sustain future development. Capital includes issued capital, share premium and all other equity reserves attributable to equity holders. In order to strengthen the capital base, the company may use appropriate means to enhance or reduce capital, as the case may be.

9 FIRST TIME ADOPTION OF IND AS

These financial statements, for the year ended 31 March 2018, have been prepared in accordance with Ind AS, for the purposes of transition to Ind AS, the company has followed the guidance prescribed in Ind AS 101- First time adoption of Indian Accounting Standards, with 1st April, 2016 as the transition date and IGAAP as the previous GAAP.

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31 March, 2018, together with the comparative period data as at and for the year ended 31 March, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at 1 April, 2016, the date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1 April, 2016 and the financial statements as at and for the year ended 31 March, 2017.

iv. There is no significant reconciliation items between cash flow prepared under Previous GAAP and prepared under Ind AS.

Disclosures as required by Indian accounting standard (Ind AS) 101 first time adoption of Indian Accounting standards

Exemption and exceptions availed

Below mentioned are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

(a) ind As optional exemptions:

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

i) The company has elected to measure an item of Property plant and Equipments and intangible assets at the date of transition to Ind AS as at its fair value and use that fair value as deemed cost at that date.

ii) 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 done the assessment of lease in contracts based on conditions prevailing as at the date of transition.

(B) ind As mandatory exceptions:

The following mandatory exceptions have been applied in accordance with Ind AS 101 in preparing the financial statements.

i) estimates

The estimates at 1st April, 2016 and 31st March, 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences if any, in accounting policies) apart from the items where application of Indian GAAP did not require estimation. The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions as at the transition date and as of 31st March, 2017.

ii) Derecognition of financial assets and financial liabilities

The Company has elected to apply the derecognition requirements for financial assets and financial liabilities in Ind AS 109 prospectively for transitions occurring on or after the date of transition to Ind AS.

iii) Classification and measurement of financial assets

The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS.

Notes to the reconciliation of equity as at 1st April, 2016 and 31st March, 2017 and total comprehensive income for the year ended 31st March, 2017.

A Fair Value as deemed cost - Property Plant and Equipment (PPE)

The Company has opted the option of fair value as deemed cost for the Property Plant and Equipment as on the date of transition to Ind AS. This has resulted in increase of Rs. 1777.47 lakhs in the value of the Property Plant and Equipment with corresponding increase in retained earnings of Rs. 1777.47 lakhs and deferred tax liability of Rs. 383.77 lakhs. Further, the company has also recognised the revision in useful life as on date of transition to Ind AS to retained earnings and deferred tax liability.

Fair Value as deemed cost as on transition date for respective category of PPE is as under:

B. Financial instruments

1. Financial assets and financial liabilities measured at amortized cost

Under the previous GAAP, security depositsz (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS 109-Financial Instruments, security deposits are required to be valued at fair value and difference between cost and fair value is to be amortised over the period of security as rental expenses and consequently interest income is to be booked at Effective Interest method in Statement of Profit and Loss

2. Cost of borrowing

Borrowing designated and carried at amortised cost are accounted on EIR method. The upfront fee or cost of borrowing incurred is deferred and accounted on EIR basis. Borrowings are shown as net of unamortised amount of upfront fee incurred.

C. Proposed Dividend

Under Indian GAAP, proposed dividends are recognised as liability in the period to which they relate irrespective of the approval by shareholders. Under Ind AS a proposed dividend is recognised as liability in the period in which it is declared (on approval of shareholders in a general meeting) or paid. Therefore the proposed dividend and dividend distribution tax for the F.Y. 2015-16 has been derecognised and recognised during 2016-17 on payment.

D. Deferred Tax

i) Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences, which was not required under Indian GAAP.

ii) In addition, the various transitional adjustments lead to different temporary differences resulting in recognition of deferred tax. Such deferred tax asset has been recognized in retained earnings.

iii) Deferred Tax liability recognised on fair valuation of PPE as on transition date has been reversed to the extent of assets sold during the year.

E. excise Duty

Paragraph 8 of Ind AS 18, Revenue states that ‘Revenue includes only the gross inflows of economic benefits received and receivable by the entity on its own account. Amounts collected on behalf of third parties such as sales taxes, goods and services taxes and value added taxes are not having any economic benefits which flow to the entity and do not result in increases in equity. Therefore, they are excluded from revenue and shown separately

F. Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year.

G. Depreciation on property, plant & equipment

The Company has reversed depreciation charged on revaluation of PP&E as per previous GAAP and Depreciation on Property, Plant & Equipment has been calculated on the fair value for the F.Y. 2016-17 and depreciation as per Ind AS has been accounted.

H. redeemable preference shares

Redeemable Preference shares have been discounted using 10% rate of interest. Present value of redeemable Preference shares has been unwinded over the period of preference shares and interest expenses has been booked.

10 Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year’s classification.

11 Notes 1 to 42 are annexed to and form an integral part of financial statements.

As per our Report of even date attached.


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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