MIRA INFORM REPORT

 

 

 

 

Report Date :

09.11.2013

 

IDENTIFICATION DETAILS

 

Name :

KWALITY LIMITED

 

 

Formerly Name :

KWALITY DAIRY (INDIA) LIMITED

 

 

Registered Office :

Village Softa, Tehsil Palwal, Faridabad – 121 004, Haryana

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

21.08.1992

 

 

Com. Reg. No.:

05-035007

 

 

Capital Investment / Paid-up Capital :

Rs. 203.186 millions

 

 

CIN No.:

[Company Identification No.]

L74899HR1992PLC035007

 

 

Legal Form :

Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

Subject is primarily engaged in the business of manufacture, purchase and sales of a wide range of Dairy products like ghee, skimmed milk powder, curd, whole milk powder, dairy whitener, lactose and milk.

 

 

No. of Employees :

Not Available

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

ECGC Country Risk Classification List – March 31st, 2013

 

Country Name

Previous Rating

(31.12.2012)

Current Rating

(31.03.2013)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

FITCH

Rating

Long Term Issuer Rating: BBB+

Rating Explanation

The default risk is currently low. The capacity for payment of financial commitment is adequate.

Date

November, 2012

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

 

LOCATIONS

 

Registered Office/ Factory :

Village Softa, Tehsil Palwal, Faridabad – 121 004, Haryana, India

Tel. No.:

91-129-2205323/ 2205332

Fax No.:

91-129-2205332

E-Mail :

cs@kdil.in

investor@kdil.in

Website :

http://www.kdil.in

 

 

Corporate Office :

KDIL House, F-82, Shivaji Place, Rajouri Garden, New Delhi – 110 027, India

Tel. No.:

91-11-47006500 (100 Lines)

Fax No.:

91-11-25191800

 

 

DIRECTORS

 

AS ON 31.03.2012

 

Name :

Mr. Sanjay Dhingra

Designation :

Chairman and Managing Director

 

 

Name :

Mr. Sidhant Gupta

Designation :

Executive Director

 

 

Name :

Mr. Arun Srivastava

Designation :

Independent Director

 

 

Name :

Dr. Rattan Sagar Khanna

Designation :

Independent Director

Date of Birth/Age :

12.04.1945

Qualification :

M.Sc. (Hons) from Punjab Agri University, Diploma in Semen Freezing Gynecology and Anthology from Royal Veterinary and Agriculture University, Copenhagen and Diploma in Farm and Science Journalism from Institute of Farm and Science Journalism, New Delhi

Expertise in specific functional area :

Dairy, Farming and in Agriculture Sector

Date of Appointment :

18.05.2010

 

 

KEY EXECUTIVES

 

Name :

Ms. Deepa Kapoor

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.03.2013

 

Category of Shareholders

 

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

152154714

74.88

http://www.bseindia.com/include/images/clear.gifSub Total

152154714

74.88

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

152154714

74.88

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

976

0.00

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

160834

0.08

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

321569

0.16

http://www.bseindia.com/include/images/clear.gifSub Total

483379

0.24

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

12390273

6.10

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs.0.100 million

21187762

10.43

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs.0.100 million

16215576

7.98

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

754730

0.37

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

260397

0.13

http://www.bseindia.com/include/images/clear.gifHindu Undivided Families

309531

0.15

http://www.bseindia.com/include/images/clear.gifClearing Members

184802

0.09

http://www.bseindia.com/include/images/clear.gifSub Total

50548341

24.88

Total Public shareholding (B)

51031720

25.12

Total (A)+(B)

203186434

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

0

0.00

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

0

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

0

0.00

Total (A)+(B)+(C)

203186434

0.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is primarily engaged in the business of manufacture, purchase and sales of a wide range of Dairy products like ghee, skimmed milk powder, curd, whole milk powder, dairy whitener, lactose and milk.

 

 

Products :

Item Code No. (ITC Code)

0402.10

Product Description

SMP/ WMP/ DW/ DC/ SNF

Item Code No. (ITC Code)

04.01

Product Description

Milk/ Skimmed Milk/ Toned/ Double Toned/ Pasteurized/ Processed

Item Code No. (ITC Code)

0405.90

Product Description

Ghee/ Fat/ Butter/ Cream

 

 

Brand Names :

“DAIRY BEST”

 

PRODUCTION STATUS [AS ON 31.03.2011]

 

Particulars

 

Unit

Installed Capacity

Actual Capacity

Actual Production

Fat/ Butter/ Cream/ Ghee

Tonnes

N/A

*

23160

SMP/ WMP/ DW/ DC/ SNF

Tonnes

N/A

*

26832

Milk/ Skimmed Milk/ Toned/ Double Toned Pasteurized/ Processed

Tonnes

N/A

*

183742

Curd

Tonnes

N/A

*

40138

 

* In view of leverage of multiple items of Dairy Products the installed capacity has not been mentioned.

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

  • Bank of India
  • Bank of Baroda
  • Andhra Bank
  • Dena Bank
  • Allahabad Bank
  • Central Bank of India
  • ICICI Bank Limited
  • IDBI Bank Limited
  • Dhanlaxmi Bank Limited
  • Corporation Bank 

 

 

Facilities :

Secured Loan

As on 31.03.2012

(Rs. in Millions)

As on 31.03.2011

(Rs. in Millions)

LONG-TERM BORROWING

 

 

Long-term maturities of finance lease obligation

[Secured by hypothecation of assets (vehicles) taken on lease]

21.993

4.862

SHORT-TERM BORROWING

 

 

Loans from Banks

 

 

Cash Credit Facilities

(Cash Credit facilities are secured by hypothecation of existing and future current asset of the company viz stock of raw material, stock in process, semi finished goods, stores, bills receivables and books debts and all movable and Immovable fixed assets. Further cash credit facility are secured by personal guarantee of shareholders.)

5486.324

3201.894

Total

5508.317

3206.756

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

P.P. Mukerjee and Associates

Chartered Accountants

Address :

11, Pratap Enclave, Mohan Garden, New Delhi – 110 059, India

Mobile No.:

91-9711009361

E-Mail :

ca.ppmukeriee@gmail.com

 

 

Subsidiary Company :

Kwality Dairy Products FZE

 

 

Enterprises on which Kay Managerial person having significant influence :

  • JTPL Private Limited
  • Pashupati Dairies Private Limited

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2012

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

1000000000

Equity Shares

Re.1/- each

Rs.1000.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

203186434

Equity Shares

Re.1/- each

Rs.203.186 millions

 

 

 

 

 

Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:

 

Equity shares

As at 31st March, 2012

No. of Shares

Amount

(Rs. in millions)

Equity Shares at the beginning of the year

203186434

203.186

Add: Shares Issued during the year

 

 

Bonus Issue

--

--

Equity Shares at the end of the year

203186434

203.186

 

Right, preference and restriction attached to equity shares

 

The company has only one class of shares referred to as equity shares having a par value of Re.1/- per share. Each holder of equity shares is entitled to one vote per share.

 

The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in ensuing Annual General Meeting.

 

During the year ended 31st March 2012, the amount of per share dividend recognized as distributions to equity shareholders is Re.0.10. 

 

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.

 

Class of shares/ Name of shareholder

As at 31st March, 2012

No. of Shares

% holding of shares

Equity Shares with voting rights

 

 

Sanjay Dhingra

99660714

49.05

Kanika Dhingra

52494000

25.84

Gulshan Dhingra

91000

0.04

Naresh Dhingra

50000

0.03

Krishan Dhingra

45000

0.02

 

Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash, bonus shares and shares bought back for the period of 5 years immediately preceding the Balance Sheet date:

 

(a) The Company has not issued any shares without payment being received in cash.

(b) The Bonus issue is made by capitalization of profit. The detail of bonus issues in preceding 5 years are given below

 

Particulars

No. of Shares

Equity shares with voting rights

 

 

 

Fully paid up by way of bonus shares

 

Year 2011-12

--

Year 2010-11

21186434

Year 2009-10

--

Year 2008-09

--

Year 2007-08

--

 

(c) The Company has not undertaken any buy back of shares.

 

No of shares have been reserved for any purpose like ESOP, share warrant and for conversion.


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

 

31.03.2012

31.03.2011

I.              EQUITY AND LIABILITIES

 

 

 

(1) Shareholders' Funds

 

 

 

(a) Share Capital

 

203.186

203.186

(b) Reserves & Surplus

 

1593.538

707.296

(c) Money received against share warrants

 

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

 

0.000

0.000

 

 

 

 

(3) Non-current liabilities

 

 

 

(a) Long-term borrowings

 

1023.941

819.148

(b) Deferred tax liabilities (Net)

 

4.732

8.487

(c) Other long term liabilities

 

0.000

0.000

(d) Long-term provisions

 

3.086

3.400

 

 

 

 

(4) Current liabilities

 

 

 

(a) Short term borrowings

 

5486.324

3201.894

(b) Trade payables

 

206.158

210.812

(c) Other current liabilities

 

204.416

271.999

(d) Short-term provisions

 

151.514

162.761

TOTAL

 

8876.895

5588.983

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

 

639.946

419.051

(ii) Intangible Assets

 

0.123

0.029

(iii) Capital work-in-progress

 

0.899

0.000

(iv) Intangible assets under development

 

0.000

0.000

(b) Non-current Investments

 

14.320

0.000

(c) Deferred tax assets (net)

 

0.000

0.000

(d)  Long-term Loan and Advances

 

196.927

4.760

(e) Other Non-current assets

 

0.000

0.000

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

 

0.000

0.000

(b) Inventories

 

987.439

634.194

(c) Trade receivables

 

6562.437

4146.109

(d) Cash and cash equivalents

 

88.886

15.048

(e) Short-term loans and advances

 

384.370

367.642

(f) Other current assets

 

1.548

2.150

TOTAL

 

8876.895

5588.983

 

 

SOURCES OF FUNDS

 

 

 

31.03.2010

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

 

 

182.000

2] Share Application Money

 

 

0.000

3] Reserves & Surplus

 

 

292.824

4] (Accumulated Losses)

 

 

0.000

NETWORTH

 

 

474.824

LOAN FUNDS

 

 

 

1] Secured Loans

 

 

1682.582

2] Unsecured Loans

 

 

506.404

TOTAL BORROWING

 

 

2188.986

DEFERRED TAX LIABILITIES

 

 

5.565

 

 

 

 

TOTAL

 

 

2669.375

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

 

 

178.531

Capital work-in-progress

 

 

3.906

 

 

 

 

INVESTMENT

 

 

0.000

DEFERRED TAX ASSETS

 

 

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

 

 

485.758

 

Sundry Debtors

 

 

2618.025

 

Cash & Bank Balances

 

 

21.779

 

Other Current Assets

 

 

1.472

 

Loans & Advances

 

 

110.174

Total Current Assets

 

 

3237.208

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

 

 

605.924

 

Other Current Liabilities

 

 

9.399

 

Provisions

 

 

134.947

Total Current Liabilities

 

 

750.270

Net Current Assets

 

 

2486.938

 

 

 

 

MISCELLANEOUS EXPENSES

 

 

0.000

 

 

 

 

TOTAL

 

 

2669.375

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2012

31.03.2011

31.03.2010

 

SALES

 

 

 

 

 

Revenue from operations

23946.299

16080.362

10541.246

 

 

Other Income

0.858

2.128

0.967

 

 

TOTAL                                     (A)

23947.157

16082.490

10542.213

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

21685.863

13666.144

10039.961

 

 

Purchases of stock-in-trade

337.937

1073.036

 

 

 

Changes in inventories of finished goods, work-in-progress and stock-in-trade

(352.088)

(144.868)

 

 

 

Employee benefits expense

85.583

39.155

 

 

 

Other expenses

537.224

437.974

 

 

 

TOTAL                                     (B)

22294.519

15071.441

10039.961

 

 

 

 

 

Less

PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)     (C)

1652.638

1011.049

502.252

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

650.949

370.012

186.514

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                (E)

1001.689

641.037

315.738

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

74.966

35.293

18.261

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX (E-F)               (G)

926.723

605.744

297.477

 

 

 

 

 

Less

TAX                                                                  (H)

16.867

146.314

118.012

 

 

 

 

 

 

PROFIT / (LOSS) AFTER TAX (G-H)                  (I)

909.856

459.430

179.465

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

707.296

292.824

137.131

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Proposed Dividend

20.319

20.319

20.319

 

 

Tax on Dividend

3.296

3.453

3.453

 

 

Issue of Bonus Shares

0.000

21.186

0.000

 

BALANCE CARRIED TO THE B/S

1593.537

707.296

292.824

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

Nil

Nil

28.397

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

NA

0.000

7.384

 

TOTAL IMPORTS

NA

0.000

7.384

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

4.48

2.26

0.99

 

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2012

30.09.2012

31.12.2012

Type

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

8152.100

8893.200

9665.700

Total Expenditure

7607.000

8344.200

9085.300

PBIDT (Excl OI)

545.100

549.000

580.400

Other Income

0.400

0.200

2.100

Operating Profit

545.500

549.200

582.500

Interest

202.000

216.400

250.200

Exceptional Items

0.000

0.000

0.000

PBDT

343.600

332.800

332.300

Depreciation

24.300

25.200

25.500

Profit Before Tax

319.300

307.600

306.800

Tax

29.300

39.100

29.800

Provisions and contingencies

0.000

0.000

0.000

Profit After Tax

290.000

268.400

277.000

Extraordinary Items

0.000

(20.300)

0.000

Prior Period Expenses

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

Net Profit

290.000

248.200

277.000

 

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

3.80

2.86

1.70

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

3.87

3.77

2.82

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

10.46

10.84

8.71

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.52

0.67

0.63

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

3.62

4.42

4.61

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

12.38

1.34

4.31

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Check List by Info Agents

Available in Report (Yes / No)

1) Year of Establishment

Yes

2) Locality of the firm

Yes

3) Constitutions of the firm

Yes

4) Premises details

No

5) Type of Business

Yes

6) Line of Business

Yes

7) Promoter’s background

Yes

8) No. of employees

No

9) Name of person contacted

No

10) Designation of contact person

No

11) Turnover of firm for last three years

Yes

12) Profitability for last three years

Yes

13) Reasons for variation <> 20%

--

14) Estimation for coming financial year

No

15) Capital in the business

Yes

16) Details of sister concerns

Yes

17) Major suppliers

No

18) Major customers

No

19) Payments terms

No

20) Export / Import details (if applicable)

No

21) Market information

--

22) Litigations that the firm / promoter involved in

--

23) Banking Details

Yes

24) Banking facility details

Yes

25) Conduct of the banking account

--

26) Buyer visit details

--

27) Financials, if provided

Yes

28) Incorporation details, if applicable

Yes

29) Last accounts filed at ROC

Yes

30) Major Shareholders, if available

Yes

31) Date of Birth of Proprietor/Partner/Director, if available

Yes

32) PAN of Proprietor/Partner/Director, if available

No

33) Voter ID No of Proprietor/Partner/Director, if available

No

34) External Agency Rating, if available

Yes

 


CHARGES:

 

 ENTITY

 PERSON

COMPETENT AUTHORITY

 REGULATORY CHARGES

 REGULATORY ACTION(S) / DATE OF ORDER

 FURTHER DEVELOPMENTS

KWALITY DAIRY (INDIA) LIMITED

 

SEBI 

ALLEGED CONVERSION OF 5,00,000 SHARES ALLOTTED TO PROMOTERS UNDER PREFERENTIAL ALLOTMMENT INTO EQUITY SHARES VIOLATING CLAUSES 13.1A AND 13.1.2.2 UNDER SEBI (DISCLOSURES AND INVESTOR PROTECTION) GUIDELINES, 2000

REACHED SETTLEMENT (SETTLEMENT CHARGES RS.30.000 MILLIONS VIDE CONSENT ORDER)

30-OCT-2012

 

 

 

KWALITY DAIRY (INDIA) LIMITED

 

CDSL 

HIGH PENDING DEMAT REQUESTS

PUT UP ON CDSL WEBSITE FOR PUBLIC NOTICE

16-AUG-2011

NOT APPEARING IN THE LIST DATED 09/09/2011  

 

 

Unsecured Loan

As on 31.03.2012

(Rs. in Millions)

As on 31.03.2011

(Rs. in Millions)

LONG-TERM BORROWING

 

 

Term Loans from other parties

251.948

214.286

Loans and advances from related parties

580.000

250.000

Loans and advances from other parties

170.000

350.000

Total

1001.948

814.286

 

 

OPERATING HIGHLIGHTS

 

The Company achieved turnover of Rs.23950.000 millions for the year ended on March 31, 2012 as against Rs.16080.000 millions of previous year, registering a growth of 49%, EBITDA for the year stood at Rs.1650.000 millions compared to Rs.1000.000 millions of the previous year, a strong growth of 65%. Net Profit increased substantially by 98% to Rs.910.000 millions from Rs.460.000 millions of the previous year

 

The Company has made significant developments during the year. The most important was the launch of nutrified liquid milk in pouches under the premium brand 'Dairy Best in Delhi and NCR during December 2011. The USP of this product is that they have enriched it with calcium, vitamins A and D and that has been the product. The Company launched branded, pouched, set curd and bulk packs in the market in November 2011 and there has been a good response to the curd. The bulk pack is used by the institutional market comprising of caterers, restaurants and the hotels. The Dairy Best Cottage Cheese and 'Dairy Best' Curd were also launched in November 2011 and it has been well received.

 

The Company has been recognized and the brand has been registered by the Indian Railways Catering and Travel Corporation (IRCTC).

 

The Company has been recognized and the Brand 'Dairy Best' got registered with the richest Indian temple trust Tirumala Tirupati Devasthanams, Tirupati for supply of Cow Ghee. The 'Dairy Best' Cow Ghee would be used for manufacturing of "Tirumala Laddu" known internationally because it bears the tag of geographical indication (Gl)from Indian Patent office.

 

The Company has taken on franchise two new plants during the year. These plants are located in Amritsar in the state of Punjab and Ajmer in the State of Rajasthan. These ventures will help the Company to achieve its mission in future times.

 

FUTURE PROSPECTS

 

As the Company is planning to increase the sales of various dairy products, there is need for procuring more wholesome good quality milk directly from the milk producers. The Company had made entry into direct procurement of milk through Producer Based Milk Procurement System by setting up Milk Chilling Centers (MCC) at different locations in North India. KDIL is providing Automatic Milk Collection Unit (AMCU) at every Village Level Collection Centre (VLCC). The Company has planned to increase the number of milk chilling centers in future to procure clean, hygienic and wholesome good quality of raw milk.

 

The Company is stable and focused on long term, sustainable and profitable growth. This stability is founded on the strength of its brands, increasing the portfolio of products, expanding and strengthening its distribution and sales network and by building and bonding a relationship of trust and confidence with the customers. The geographical extension of the markets along with the complete range of dairy products will increase the market share sustainability.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Management Discussion and Analysis detailing the company's objectives and expectations is a forward looking statement within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or impaired depending upon global and Indian demand-supply conditions, changes in government regulations, tax regimes, economic developments within India and overseas.

 

 

Industry Structure, Development

 

The Dairy industry plays an important role in the socio-economic development of India. The dairy industry in India is instrumental in providing cheap nutritional food to the vast population of India and also generates huge employment opportunities for people in the rural places.

 

The main aim of National Dairy Development Board (NDDB) is to accelerate the pace of dairy development in the country and attract new investments.

 

India is a wonderland country for investors looking for the investment opportunities in the dairy industry. The dairy industry holds great potential for investment in India and promises high returns to the investors.

 

There are different sectors within the dairy industry that promise great business investment opportunities as the Indian cattle yield less milk as compared to the their foreign counterparts. The Indian cattle breeders are looking for ways to improve milk yield through improved breeding practices. Thus, there is a huge potential available for foreign investors to invest in dairy sectors for breeding of high quality buffaloes as well as cows. There is also great scope for investment in the milk based value added products through biotech interventions particularly the introduction of dairy biological, enzymes, and pro-biotic, coloring and favoring materials for food processing. Producing bio-preservative ingredients based on dairy fermentation, such as pediococcin, acidophilic, Bulgarian, and Nisin contained in the dairy powder, present a great promise as investment opportunity.

 

Thus, the dairy industry in India has huge investment opportunities in a variety of sectors. The investors are all set to gain profitable returns on their investment.

 

FINANCIAL PERFORMANCE

 

During the year, the Company has scaled new heights and set several new benchmarks in terms of sales, profits, networth and assets. Turnover for the year was Rs.23950.000 millions against Rs.16080.000 millions in the previous year, reflecting a growth of 49%.

 

Profit after tax, for the year was Rs.910.000 millions as against Rs.460.000 millions for the previous year, registering an increase of 98%.

 

SEGMENT WISE / PRODUCT WISE REPORTING

 

The Company is primarily engaged in the business of manufacture, purchase and sales of a wide range of Dairy products like ghee, skimmed milk powder, curd, whole milk powder, dairy whitener, lactose and milk. The income from these activities and export of dairy products is not materially significant in financial terms.

 

CONTINGENT LIABILITIES:

 

Particulars

31.03.2012

(Rs. in Millions)

31.03.2011

(Rs. in Millions)

Claim against the company not acknowledged as debts

 

 

Milk Cess disputed by the company relating to issue of applicability, against which the company has filed an appeal with Supreme Court of India (A sum of Rs.7.922 millions (Previous Year Rs.7.296 millions) deposited under protest)

27.181

24.660

Demand by Dy. Excise and Taxation Commissioner relating to Sales Tax A/at exemption /deferment with interest, against which company has filed an appeal before Joint Excise and Taxation Commissioner (Appeals), Faridabad.

3.273

Nil

A civil suit filed by S.M. Milkose Limited for disputed supply of material against Company pending before Delhi High Court.

15.697

15.697

Contingent Liability for Bills Discounted

Nil

170.147

Liability under Bank Guarantee

14.705

1.346

Estimated amount of Contracts remaining to be executed on capital account and not provided for

8.483

7.783

 

STATEMENT OF UNAUDITED FINANCIAL RESULTS (STANDALONE) FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER, 2012

PART I

(Rs. in millions)

SI.

No.

PARTICULARS

 

3 months

ended 31.12.2012

Preceding 3 months ended 30.09.2012

Year to date figures for current period ended 31.12.2012

 

 

(Unaudited)

(Unaudited)

(Unaudited)

1

Income from Operations

 

 

 

 

 

(a)        Net Sales/ Income from Operations (Net of Excise Duty)

9665.672

8893.146

26710.905

 

(b)        Other operating Income

0.000

0.000

0.000

 

Total Income from operations (Net)

9665.672

8893.146

26710.905

2

Expenses

 

 

 

 

(a)        Cost of materials Consumed

8832.214

8035.411

24133.079

 

(b)        Purchases of Stock -in- trade

14.857

50.829

97.629

 

 

(c)        Change in inventories of finished goods, work - in - process and Stock in trade

(25.925)

33.105

81.650

 

(d)        Employee benefits Expense

32.859

33.264

96.000

 

 

(e)        Depreciation and amortisation Expense

25.506

25.189

74.972

 

 

(f)         Other Expenses (Any item exceeding 10% of total expense relating to continuing operation to be shown

231.250

191.557

628.003

 

Total Expenses

9110.761

8369.355

25111.333

3

Profit/Loss from Operations before other income, finance costs and exceptional items (1+2)

554.911

523.792

1599.572

4

Other Income

2.052

0.188

2.625

5

Profit/Loss from ordinary activities before finance costs and exceptional items (3+4)

556.963

523.979

1602.197

6

Finance Costs

250.213

216.412

668.589

7

Profit/Loss from ordinary activities after finance costs but before exceptional items (5+6)

306.750

307.568

933.608

8

Exceptional items

-

-

-

9

Profit/Loss from ordinary activities before tax (7+8)

306.750

307.568

933.608

10

Tax Expenses

29.792

39.134

98.230

11

Net Profit/Loss from ordinary activities after tax (9+10)

276.958

268.434

835.378

12

Extraordinary Items(net of tax expense of Rs.9.733 millions)

0.000

20.267

20.267

13

Net Profit/Loss for the period (11+12)

276.958

248.167

815.111

14

Paid-up equity Share Capital (Equity Share of Re.1/- each)

203.186

203.186

203.186

15

Reserve excluding Revaluation Reserve as per balance sheet of the previous accounting year

--

--

--

16.i

Earnings per share (before extraordinary items) (of Re.1/- each) (not annualised):

 

 

 

 

(a)        Basic

1.36

1.32

4.11

 

(b)        Diluted

1.36

1.32

4.11

16.ii

Earnings per share (after extraordinary items) (of Re.1/- each) (not annualised)

 

 

 

 

(a)        Basic

1.36

1.22

4.01

 

(b)        Diluted

1.36

1.22

4.01

 

PART II

 

Select Information for the Quarter and Nine Months ended 31st December, 2012

A

 

PARTICULARS OF SHAREHOLDING





 

 

 

 

1

Public Shareholding

 

 

 

 

Number of shares

51031720

51031720

51031720

 

Percentage of Shareholding

25.12%

25.12%

25.12%

2

Promoter and Promoter Group Shareholding

 

 

 

 

(a)        Pledged / Encumbered

 

 

 

 

Number of shares

10000000

10000000

10000000

 

Percentage of shares (as a % of the total shareholding of promoter and promoter group)

6.57%

6.57%

6.57%

 

Percentage of shares(as a % of total share capital of the company)

4.92%

4.92%

4.92%

 

(b)        Non - Encumbered

 

 

 

 

Number of shares

142154714

142154714

142154714

 

 

Percentage of shares(as a % of the total shareholding of the promoter and promoter group)

93.43%

93.43%

93.43%

 

 

Percentage of shares (as a % of the total share capital of the company)

69.96%

69.96%

69.96%

 

 

 

Particulars

Quarter ended

31.12.2012

B

INVESTOR COMPLAINTS

 

 

Pending at the beginning of the quarter

2

 

Received during the quarter

6

 

Disposed of during the quarter

8

 

Remaining unresolved at the end of the quarter

0

 

Notes

1. The above results were reviewed by the Audit Committee and taken on record by the Board of Directors at its meeting held on 14.02.2013 and a limited review of the same has been carried out by the statutory auditors of the company.

2. The Company operates in only one segment viz. Dairy Products.

3. Previous period's figures have been regrouped/re-arranged wherever necessary.

 

FIXED ASSETS:

TANGIBLE ASSETS

Own Assets

·         Land Freehold

·         Computer

·         Building

·         Plant and Machinery

·         Furniture and Fixture

·         Vehicles

Leased Assets

·         Vehicles

INTANGIBLE ASSETS

·         Computer Software

 

WEBSITE DETAILS:

 

OVERVIEW:

 

Subject is instrumental in providing dairy products at par with international standards at a very low input cost. Subject, India's Premier Dairy Foods Company focuses on building leadership positions in branded and value added markets across the dairy sector. We at KDIL follow a very simple philosophy: Serve the needs of the customer by providing them “Kwality” Products.


The company is ISO 22000:2005 Certified Company and the skimmed milk powder is certified with ISI by Bureau of Indian Standards. Also Pure Ghee is certified by Agmark by Directorate of Marketing and Inspection, Ministry of Agriculture, Government of India.


Incorporated in the year 1992, the company is growing at a fast pace with a turnover of 10540.000 millions in 2009-10 and a growth of 81 percent in the current financial year. Kwality Dairy India Limited has introduced Pure Ghee under the brand name- Dairy Best. Another Pure Ghee variant exclusively made from cow’s fresh milk is also available. The product has made a commendable impact in the Indian market and made its presence felt in Delhi, Punjab, Rajasthan, and Haryana etc.


Subject is poised to revolutionize the Dairy Industry with a new range of innovative products. With quality, integrity and technology being the hallmark of its growth, the Company is today perfectly poised to strive for greater success in the years to come. Ensuring that the dairy processes result in the best quality products that also meet with the functional and nutritional needs of the customer, KDIL has obtained the design and key equipment from Alfa Laval India Limited (Tetra Pack Group) with design back up from APV Anhydro Pasilac AS Denmark.


Subject is also actively involved in several Corporate Social Responsibility initiatives. For this the company organizes various animal health and fertility camps and village level meetings on an ongoing basis to discuss the requirements of the farmers. This is basically to dwell deep in to understand their needs for animal vaccination, artificial insemination, cattle feed and facilitating the loan requirements of the farmers through financial institutions. Further, these camps also educate the farmers on the general improvement in the quality of life and hygienic living standards, other social issues are also subsequently addressed. The milk procurement team broadly advises and provides guidelines to the participating farmers.


The milk is procured through milk collection centres situated at Fatehabad and Rania. The quantity of milk procured from each centre on an average is 25,000 litres per day. Each centre covers about 100 villages spread over 8-10 procurement routes. Every village level milk collection point has 80-90 farmers pouring milk which generates avenues for earning livelihood for about 8000 farmers, thus bringing economic upsurge in the area.

 

BOARD OF DIRECTORS:

 

Mr. Sanjay Dhingra

Managing Director

Mr. Dhingra is instrumental in creating a 16000.000 millions turnover dairy major- Subject Since its inception in August 1992, the company has grown by leaps and bounds with Mr. Dhingra's Vision and Passion. Aged 40, he is a leading example of successful young entrepeneurs in India.

 

Mr. Sidhant Gupta

Director

Mr. Gupta is the youngest member of the top management at Subject a MBA Mr. Gupta brings his skilled managerial style of working within the organization. He is the guiding force for the young aspiring team at Kwality with his visionary thoughts and an ambitious mind.

 

NEWS:

 

KWALITY DAIRY PAYS RS.30.000 MILLIONS TO SEBI TO SETTLE ALLEGATIONS

 

Market regulator Sebi has disposed of the case against Kwality Dairy (India) Limited after the company made a payment of Rs.30.000 millions to settle alleged violation of disclosure norms related to preferential allotment of shares.

 

Market regulator Sebi has disposed of the case against Kwality Dairy (India) Limited after the company made a payment of Rs.30.000 millions to settle alleged violation of disclosure norms related to preferential allotment of shares.

 

The case related to non-compliance with certain norms in connection with Kwality Dairy's preferential allotment of five lakh shares to its promoters during 1999-2000 period.

 

In an order dated October 30, Sebi said the proceedings against Kwality Dairy for non-compliance with the guidelines, "stand settled and Sebi shall not initiate any enforcement action against the applicant for the same".

 

Post the preferential allotment of shares, stock exchange BSE noticed that Kwality Dairy did not comply with certain disclosure norms. Subsequently, the bourse directed the company to obtain a no-objection certificate from Sebi.

 

Among others, Sebi rules require a company to furnish various details of proposed shares issue in the notice for general meeting that is sent to shareholders. Pursuant to the preferential allotment, the shares were converted into equity shares on June 14, 2002.

 

"Subsequently, when these equity shares were proposed to be listed on the BSE, it was then advised by the BSE that that above-mentioned clauses of the DIP Guidelines had not been complied with by the applicant and that the applicant should obtain a no-objection letter from Sebi," the order said.

 

In view of the aforesaid non-compliances, the applicant filed the consent application, it added. Sebi said its High Powered Advisory Committee (HPAC) considered the consent terms and recommended the case for settlement on payment of Rs.30.000 millions. The same was approved by the panel of whole time members of Sebi, it added.

 

The market regulator said that enforcement actions, including commencing or reopening of the proceedings, could be initiated if any representation made by Kwality Dairy is found to be untrue.

 

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                           None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                        None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                        None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.62.73

UK Pound

1

Rs.100.92

Euro

1

Rs.84.06

 

 

INFORMATION DETAILS

 

Report Prepared by :

DPT

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.