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Modern Dairies Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2007

Director’s Report

Dear Members, The Directors hereby present their 23rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015. FINANCIALS in Lacs Year Ended Year Ended 31.03.2015 31.03.2014 Net Sales and other Income 62673 64049 Operating (Loss)/ Profit (125) 2114 Finance Cost 1790 1627 Cash (Loss)/ Profit (1915) 487 Depreciation & Amortisation 481 701 Exceptional items - (1144) (Loss)/ Profit before Tax (2396) 930 (Loss)/ Profit after Tax (2225) 944 PERFORMANCE During the year under review, the Company achieved Net Sales and Other Income of Rs. 626.73 crores against Rs. 640.49 crores in the previous year. The Company faced difficult market situation right from the beginning of the fiscal. The global commodity market went into the turmoil, which continued throughout the fiscal 2014-15. This not only affected the international market but also had its impact on the domestic market. The product prices of Milk Powders, Casein and other dairy commodities had a sharp decline. On the other hand, the major input cost i.e. Milk prices stood to its ground and did not soften up in tandem with the markets. This resulted into Company facing operating loss of Rs. 125 Lacs as against the operating Profit of Rs. 2114 Lacs, last year. CURRENT OPERATIONS During the quarter ending 30th June, 2015, the Company has achieved Net Sales and other Operating Income of Rs. 136.75 crores as against Rs. 163.83 crores during the same period last year. The demand of exports based products of the Company in the international market and Milk Powders in the domestic market continued to be weak in this period. Looking to the changed market scenario the Company has reviewed its working, product mix and focus to meet the market challenges. The Company has realigned its business strategy by adding more remunerative product mix and has decided to focus on marketing and distribution of fresh dairy products like Milk in sachets, Dahi, Lassi etc. in its own brand. We have started introducing these products in the neighbouring markets and have encouraging response. These initiatives are expected to yield better results. MILK CESS As the members are aware that the Company has fled a Special Leave Petition with the Hon''ble Supreme Court of India against the judgment of Hon''ble Punjab & Haryana High Court challenging imposition of Milk Cess by the Govt. of Haryana. The Hon''ble Supreme Court on 7th September, 2012, directed an interim stay of the High Court judgment and order subject to the Company''s depositing 50% of the cess levied and demanded by the Government of Haryana which has been deposited with the Department within the stipulated time. The matter is expected to come up before the Hon''ble Supreme Court for hearing shortly. OPTIONALLY CONVERTIBLE DEBENTURES In terms of the CDR rework package Optionally Convertible Debentures were allotted by the Company to the lenders on 3rd April, 2013. The lenders have exercised their option for conversion of OCDs into equity. Your Company has conveyed to the lenders that it cannot allot shares at a price less than Rs. 60 per share. The matter is under consideration and discussion with the lenders. FINANCIAL ASSISTANCE The Company is in discussions with the Lenders to find out a workable solution to the present financial difficulties of the Company. QUALITY, FOOD SAFETY & ENVIRONMENT STANDARDS The Company is committed to maintain best of the management practices in its plant. In pursuit of its commitment, the Company''s systems have been certified by DNV Netherlands for Quality Management Systems, Food Safety Systems and Environment Management Systems. The manufacturing facilities continue to maintain ISO 9001:2008, ISO 14001:2004, HACCP Certification and Food Safety Systems certification i.e. FSSC 22000 : 2011. Further FSSC:22000 has been upgraded to the latest version of combining ISO:22000:2005 and ISO/TS 22002/1 in July 2014. DIRECTORS Pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Renu Vig was appointed as an Additional Independent Non Executive Director w.e.f. 1st July, 2015 by the Board of Directors of the Company and she shall hold Office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from a member proposing Dr. Renu Vig for appointment as an Independent Director. Mr. Krishan Kumar Goyal, Chairman & Mg. Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. BOARD MEETINGS During the year, four Board Meetings were convened and held, the details of which are given in the Corporate Governance Report DECLARATION BY INDEPENDENT DIRECTORS All the Independent Directors have given a declaration under sub-section (7) of section 149 of the Companies Act, 2013 that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. BOARD DIVERSITY AND REMUNERATION POLICY The Company has a policy for formation of the Board to have Executive Directors and Independent Directors of diverse background to maintain the independence of the Board. As on 31st March, 2015, the Board consists of seven members out of which two are Executive Directors, two Nominee Directors and three are independent directors. The Board periodically evaluates the need for change in its composition and size. We affirm that the remuneration paid to the Directors is as per the terms approved by the Nomination and Remuneration Committee of the Company. AUDITORS In the 22nd Annual General meeting held on 24th September, 2014, M/s. Walker Chandiok & Co LLP, Chartered Accountants were appointed as Statutory Auditors of the Company to hold Office till the conclusion of AGM to be held in the year 2019, subject to the ratification by the members at every Annual General Meeting. Accordingly the matter of ratification of the appointment of M/s. Walker Chandiok & Co LLP as statutory auditors of the Company for the FY 2015-2016 shall be placed before the members. The Statutory Auditors have confirmed their eligibility to the effect that their appointment, if made would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified. The Board of Directors have approved the appointment and remuneration of M/s. Aggarwal Vimal & Associates as Cost Auditors of the Company to conduct the cost audit for the year 2015-16 on the recommendations of the Audit Committee subject to the ratification of the remuneration by the Shareholders. The Board has appointed M/s. Sharma Sarin & Associates, Company Secretaries, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report in Form MR-3 for the Financial Year ended 31st March, 2015 is annexed herewith as Annexure ''A'' to this report. AUDITOR''S REPORT All the comments of the Statutory Auditors on the Annual accounts are self explanatory and require no further explanation. RISK MANAGEMENT A detailed review of business risks and the Company''s plan to mitigate them is presented to the Audit Committee and Board. The Company has been taking steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Audit Committee and Board. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY There are no adverse material changes or commitments occurring after 31st March, 2015, which may affect the financial position of the Company. FIXED DEPOSITS Your Company did not invite or accept any fixed deposit pursuant to provisions of Chapter 5 of the Companies Act, 2013, during the year. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report. RELATED PARTY TRANSACTIONS All contracts or arrangements entered into by the Company with Related Parties have been done at an arm''s length and are in the ordinary course of business. Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed as Annexure B to this report. Related Party disclosures as per AS-18 have been provided in the Notes to the Financial Statement. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS A separate report on Corporate Governance and Management Discussion & Analysis is attached to this report. HUMAN RESOURCES Harmonious employee relations prevailed throughout the year. Your Directors place on record their appreciation for all categories of employees for their hard work and dedication. There were no employees employed throughout the financial year or part thereof drawing remuneration as prescribed under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. EXTRACT OF ANNUAL RETURN The extract of annual return as provided under section 92(3) is annexed herewith as annexure ''C''. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO. Information as per section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules 2014, is given in the Annexure ''D'' and forms part of this report. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to section 134(5) of the Companies Act, 2013, your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts are prepared on a going concern basis; (e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. APPRECIATION Your Directors wish to place on record their sincere appreciation for the continued support from its business associates and stakeholders of the Company. For & on behalf of the Board Place: Chandigarh Krishan Kumar Goyal Dated: 8th August, 2015 Chairman & Mg. Director

Director’s Report