MIRA INFORM REPORT

Report Date :

18.11.2013

IDENTIFICATION DETAILS

Name :	KWALITY LIMITED (w.e.f. 16.08.2013)
Formerly Known As :	KWALITY DAIRY (INDIA) LIMITED
Registered Office :	KDIL House, F-82, Shivaji Place, Rajouri Garden, New Delhi – 110027
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	21.08.1992
Com. Reg. No.:	55-255519
Capital Investment / Paid-up Capital :	Rs.203.186 Millions
CIN No.: [Company Identification No.]	L74899DL1992PLC255519
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer of Dairy products like Ghee, Skimmed Milk Powder, Curd, Whole Milk Powder, Dairy Whitener, Lactose and Milk.
No. of Employees :	800 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (52)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 10950000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having good track record. Sales and profit of the company has increased in the year 2013. Overall financial appears to be decent. Trade relation reported to be fair. Business is active. Payment terms are reported to be regular and as per commitment. The company can be considered normal for business dealings at usual trade terms and conditions.

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 31^st, 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

INDIAN ECONOMIC OVERVIEW

The current downturn provides an opportunity to push ahead with reforms to accelerate growth, says the latest India Development Update report released by the World Bank. The report says that the adverse effects of rupee depreciation are likely to be offset by the gains in the exports performance due to improved external competitiveness. Since May this year, the local currency has depreciated substantially and fell to a record level of Rs 68.85 to a dollar on August, 28.

A stagflation like situation appears to have arisen as inflation jumped to an eight month high of 6.46 % for the month of September. It is up from 6.10 % in August. Growth continues to be muted with factory output plunging to 0.6  % in August. Onion prices have risen nearly 300 % from last September. Vegetables cost nearly 90 % more than they did last year. Wake up to the economic contribution of slum dwellers. They contribute more than 7.5 % to the country’s gross domestic product, according to a recent study conducted in 50 top cities.

136000 estimated number of jobs created during the second quarter of the current financial year. 50000 estimated number of additional jobs in the field of corporate social responsibility in the coming years.

The International Finance Corporation expects to come out with its rupee linked bonds issue before the end of 2013 as a part of its plan to raise $ 1 billion. The Apple iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for 16GB variant) has been launched in India from 1^st November.

The Land Acquisition Act to provide just and fair compensation to farmers will come into force from January 1 next year, said Rural Development Minister Jairam Ramesh. The Act replaces a 119 year old registration. The Securities and Exchange Board of India has approved the trading of currency futures on the Bombay Stock Exchange. The exchange plans to launch the currency futures platform with advanced trading technology by the end of November.

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.

INFORMATION PARTED BY

Name :	Ms. Vaishali
Designation :	Accounts Department
Contact No.:	91-11-47006500
Date :	11.11.2013

LOCATIONS

Registered Office/ Corporate Office :	KDIL House, F-82, Shivaji Place, Rajouri Garden, New Delhi – 110027, India
Tel. No.:	91-11-47006500 (100 Lines)
Fax No.:	91-11-25191800
E-Mail :	cs@kdil.in investor@kdil.in info@kdil.in
Website :	http://www.kdil.in
Location :	Owned
Factory 1 :	Village Softa, Tehsil Palwal, Faridabad – 121 004, Haryana, India
Tel. No.:	91-129-2205323/ 2205332
Fax No.:	91-129-2205332
Factory 2 :	Bakra Mandi, Ajmer, Rajasthan, India
Factory 3 :	Village Kumarherha, NH-73, Saharanpur, Uttar Pradesh, India
Factory 4 :	Village Mumrejpur, Dibai, Bulandsaher, Uttar Pradesh, India

DIRECTORS

As on: 31.03.2013

Name :	Mr. Sanjay Dhingra
Designation :	Chairman and Managing Director
Date of Birth/Age :	12.10.1970
Qualification :	Graduation
Date of Appointment :	18.05.2010
Name :	Mr. Sidhant Gupta
Designation :	Executive Director
Name :	Dr. Rattan Sagar Khanna
Designation :	Independent Non Executive 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
Date of Appointment :	18.05.2010
Name :	Mr. Arun Srivastava
Designation :	Independent Non Executive Director
Date of Birth/Age :	03.04.1968
Qualification :	Graduation
Date of Appointment :	18.05.2010

KEY EXECUTIVES

Name :	Ms. Vaishali
Designation :	Accounts Department
Name :	Ms. Deepa Kapoor
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 30.09.2013

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	152154714	74.88
Sub Total	152154714	74.88
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	152154714	74.88
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	33434	0.02
Foreign Institutional Investors	800373	0.39
Sub Total	833807	0.41
(2) Non-Institutions
Bodies Corporate	11939493	5.88
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	20311244	10.00
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	17092778	8.41
Any Others (Specify)	854398	0.42
Non Resident Indians	254609	0.13
Hindu Undivided Families	322164	0.16
Clearing Members	277125	0.14
Trusts	500	0.00
Sub Total	50197913	24.71
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
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	203186434	0.00

BUSINESS DETAILS

Line of Business :	Manufacturer of Dairy products like Ghee, Skimmed Milk Powder, Curd, Whole Milk Powder, Dairy Whitener, Lactose and Milk.
Terms :
Selling :	L/C and Credit
Purchasing :	L/C and Credit

GENERAL INFORMATION

Customers :

End Users

No. of Employees :

800 (Approximately)

Bankers :

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

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2013	As on 31.03.2012
LONG-TERM BORROWINGS
Long-term maturities of finance lease obligations [Secured by hypothecation of assets (vehicles) taken on lease]	17.725	21.993
Term loans From Bank	200.000	0.000
SHORT-TERM BORROWINGS
Loans From Banks
Cash Credit Facilities #	7552.788	5486.324
Total	7770.513	5508.317

Notes:

i). Rate of Interest for finance lease obligations ranging from 8.67 to 13.5. No. of repayment installments for lease obligation ranging from 36 to 60 Months. Period of maturity for lease obligations ranging from 3 year to 5 year.

ii) The loan amounting Rs. 225.000 Millions will be payable in 18 installment in next 5 years.

Loan is secured by way of first mortgage/ charge on the immovable property in the name of Director and Other party situated at Golden Park, Rampura Road, Basai Darapur, New Delhi and second paripassu charge on fixed assets of the company. Further loan in also secured by personal guarantee of shareholders of the Company.

(Rs. In Millions)

Particulars	As at 31 March, 2013
a) IDBI Bank Limited ( Total Rs. 225.000 Million)	200.000
	200.000

iii)

(Rs. In Millions)

Particulars	As at 31 March, 2013
a) Tata Capital Limited ( Total Rs.142.856 Millions)	71.428
b) L and T Finance Limited (Total Rs.109.090 Millions)	36.364
Total Long Term Loans	107.792

# Cash Credit facilities are secured by hypothecation of existing and future current assset of the company viz stock of Raw material, stock in process, semi finished goods, finished goods, stores, bills receivables and books debts and all movable and Immovable fixed assets. Further Cash credit facilities are secured by personal guarantee of shareholders of the Company.

Banking Relations :	--
Statutory 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
Secretarial Auditors :
Name :	M K Jha and Company Chartered Accountants
Subsidiary Company :	Kwality Dairy Products FZE
Enterprises on which Key Managerial person having significant influence :	JTPL Private Limited Pashupati Dairies Private Limited Kwality Dairy Investments Private Limited

CAPITAL STRUCTURE

As on: 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000000	Equity Shares	Rs.1/- each	Rs.1000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
203186434	Equity Shares	Rs.1/- each	Rs.203.186 Millions

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars	As at 31 March, 2013
	No. of Shares	Rs. In Millions
Equity Shares at the beginning of the year	203186434	203.186
Add: Shares issued during the year	--	--
Equity Shares at the end of the year	203186434	203.186

(ii) Right, preference and restriction attached to the equity shares :

- The Company has only one class of shares referred to as equity shares having a par value of INR 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 31 March 2013, the amount of per share dividend recognised as distributions to equity shareholders is INR 0.10 (previous year INR 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.

(iii) Details of shares held by each shareholder holding more than 5% shares:

Particulars	As at 31 March, 2013
	No. of Shares	% holding of shares
Equity shares with voting rights
Sanjay Dhingra	99660714	49.05
Kanika Dhingra	52494000	25.84

(iv) 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 capitalisation of profit. The detail of bonus issues in preceding 5 years are given below

Particulars	No. of Shares
Equity shares with voting rights
Year 2010-11	21186434

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

V) No 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	31.03.2013	31.03.2012	31.03.2011
EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	203.186	203.186	203.186
(b) Reserves & Surplus	2535.203	1593.538	707.296
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2738.389	1796.724	910.482
(3) Non-Current Liabilities
(a) long-term borrowings	1075.517	1023.941	819.148
(b) Deferred tax liabilities (Net)	0.000	4.732	8.487
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	5.567	3.086	3.400
Total Non-current Liabilities (3)	1081.084	1031.759	831.035
(4) Current Liabilities
(a) Short term borrowings	7552.788	5486.324	3201.894
(b) Trade payables	483.913	206.158	210.812
(c) Other current liabilities	277.880	204.416	271.999
(d) Short-term provisions	244.891	151.514	162.761
Total Current Liabilities (4)	8559.472	6048.412	3847.466
TOTAL	12378.945	8876.895	5588.983
ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	716.621	639.946	419.051
(ii) Intangible Assets	12.696	0.123	0.029
(iii) Capital work-in-progress	86.092	0.899	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	56.462	14.320	0.000
(c) Deferred tax assets (net)	11.625	0.000	0.000
(d) Long-term Loan and Advances	291.667	196.927	4.760
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	1175.163	852.215	423.840
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	986.608	987.439	634.194
(c) Trade receivables	9309.045	6562.437	4146.109
(d) Cash and cash equivalents	323.926	88.886	15.048
(e) Short-term loans and advances	581.393	384.370	367.642
(f) Other current assets	2.810	1.548	2.150
Total Current Assets	11203.782	8024.680	5165.143
TOTAL	12378.945	8876.895	5588.983

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	36922.867	23946.299	16080.362
		Other Income	7.170	0.858	2.128
		TOTAL (A)	36930.037	23947.157	16082.490
Less	EXPENSES
		Cost of materials consumed	33248.965	21685.863	13666.144
		Purchases of stock-in-trade	468.192	337.937	1073.036
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	18.754	(352.088)	(144.868)
		Employee benefits expense	134.768	85.583	39.155
		Other expenses	918.924	537.224	437.974
		Extraordinary / Exceptional Items	30.000	0.000	0.000
		TOTAL (B)	34819.603	22294.519	15071.441
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2110.434	1652.638	1011.049
Less	FINANCIAL EXPENSES (D)		922.788	650.949	370.012
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1187.646	1001.689	641.037
Less/ Add	DEPRECIATION/ AMORTISATION (F)		102.888	74.966	35.293
	PROFIT BEFORE TAX (E-F) (G)		1084.758	926.723	605.744
Less	TAX (H)		119.479	16.867	146.314
	PROFIT AFTER TAX (G-H) (I)		965.279	909.856	459.430
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1593.537	707.296	292.824
Less	APPROPRIATIONS
		Proposed Dividend		20.319	20.319
		Tax on Dividend		3.296	3.453
		Issue of Bonus Shares		0.000	21.186
	BALANCE CARRIED TO THE B/S		NA	1593.537	707.296
	EARNINGS IN FOREIGN CURRENCY
		Export of goods	341.773	NA	NA
	TOTAL EARNINGS		341.773	NA	NA
	Earnings Per Share (Rs.)		4.75	4.48	2.26

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	2.61	3.80	2.86
Net Profit Margin (PBT/Sales)	(%)	2.94	3.87	3.77
Return on Total Assets (PBT/Total Assets}	(%)	8.87	10.46	10.84
Return on Investment (ROI) (PBT/Networth)		0.40	0.52	0.67
Debt Equity Ratio (Total Debt/Networth)		3.15	3.62	4.42
Current Ratio (Current Asset/Current Liability)		1.31	1.33	1.34

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	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	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
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	Yes
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

UNSECURED LOAN

(Rs. In Millions)

Particular	As on 31.03.2013	As on 31.03.2012
LONG-TERM BORROWINGS
Term loans From Other Parties	107.792	251.948
Loans and advances from related parties	750.000	580.000
Loans and advances from other parties	0.000	170.000
Total	857.792	1001.948

Notes:

i. a) The loan amounting Rs. 142.856 Millions will be payable in 6 installment in next 2 years. Loan is secured by way of first mortgage/ charge on the immovable property in the name of related enterprise situated in Mohali Punjab and further secured by personal guarantee of Director of company.

ii. b) The loan amounting Rs. 109.090 Millions will be payble in 8 equal installment in next 2 years. Loan is secured by way of pledge shares of Mr. Sanjay Dhingra (Director of the Company) .Pledge value of the shares (1crore shares) was Rs. 297.000 Millions as on 31.03.2013 and further secured by first mortgage/charge on the immovable property in the name of related enterprise (landed property at Mohali) and personal guarantee by Director of Company

Maturity Schedule of Long term finance debt

(Rs. In Millions)

Financial year	Installment to be paid
F.y. 2013-14	169.156
F.y. 2014-15	157.792
F.y. 2015-16	50.000
F.y. 2016-17	50.000
F.y. 2017-18	50.000

iii) The Loan from related party is unsecured and there is no interest payable on the loan .The loan will be payable in 3 to 5 year.

INDIAN DAIRY SCENARIO

As the world's largest producer and consumer of milk and milk products, India represents one of the world's most lucrative dairy markets, accounting for around 17% of world's total milk production.

FUTURE PROSPECTS

Dairy Industry plays an important role in in the socio-economic development of India generating huge rural employment and providing cheap and nutritional food to a vast population. The Indian Dairy Industry is growing very rapidly, trying to keep a pace with the galloping progress around the world.

Presently, India is the world's largest milk producer, accounting for more than 17% of the world's total milk production. In the next 10 years, India's dairy sector is expected to triple its production in view of expanding potential for export to Europe and West.

The urban market for milk products is expected to grow at an accelerated pace of around 33 % per annum to around Rs. 435000.000 crore by 2015. The emergence of a significant middle-class, urbanisation and the expansion of modern shopping habits by busy, health conscious and well-informed consumers is raising the consumption of packaged milk in India. Economic growth is sustaining the purchasing power of Asia's middle-class, which is convenience store from Shanghai to Mumbai.

The global opportunities available to the Indian dairy industry arise primarily out of availability of a large quantity of competitively priced milk. Most of the traditional health and wellness products sold through the dairy sector are represented by processed dairy products such as malt beverages and infant nutritional products. The visible trends are that the consumption of milk products is on the rise. While it is growing at about 1-1.2% elsewhere in the developed world, India and China are beating these trends. A number of categories which are highly dependent on organised retail like frozen food products are expected to witness significant growth in the years ahead.

India enjoys dual distinction – it is both the world's largest milk producer and the world's largest milk consumer. However with 300 million cattle, it appears that the productivity with regard to milk is low. For sure, it is, but things are improving and the per capita milk consumption is expected to rise by 4% in 2012, and milk production is forecasted to sustain its normal growth of about 2.3%. Thus India shows no sign of slowing down when it comes to milk. In fact, India ranks first in the world contributing about 17% of the total milk produced globally. Milk and milk products are emerging as important sources for improving nutritional security, providing 9.0% protein intake in rural areas and 12.5% in urban areas. Growing demand for milk products presents a great opportunity for the company and with modernise and scaling up the production of both the indigenous, exotic products and introducing new product range they feel they will be able to maintain their growth.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OUTLOOK – STRUCTURE AND DEVELOPMENT OF INDIAN DAIRY

India’s production of milk has strongly increased over time with significant technical, policy and institutional support. This led to significant changes in the Indian dairy sector. In fact, the Indian dairy sector has undergone significant structural changes over time and some interesting patterns are unfolding along the milk value chain. Now, India represents one of the world’s most lucrative dairy markets, accounting for around 17% of world’s total milk production as the world’s largest producer and consumer of milk and milk products.

India’s dairy industry is largely traditional, local and informal. Milk production is dominated by smallholders. About 80 percent of raw milk comes from producers having only two to five cows/buffalo. Approximately 78 percent of milk producers are marginal and small farmers and they together contribute around 68 percent to total milk production. small farmers traditionally do not have access to organized markets due to the lack of an effective system to procure milk produced in the rural areas. A series of efforts have been made to promote organized milk procurement in the country.

Achieving higher growth of the dairy sector is essential to ensure long-term inclusive agricultural growth. Productivity-led growth is the only viable option for accelerated sustainable growth of the Indian dairy sector. India can emerge as an important exporter of milk and milk products. For SAARC countries, inclusion of milk in the South Asian Free Trade Area may increase trade among South Asian countries.

QUALITY AND FOOD SAFETY POLICY

The company is being an ISO 22000:2005, HACCP-IS: 15000 and Agmark approved company. Each year the Company reviews its quality standards and makes them stringent and updated. To compete in international market for export of milk and milk products, it has become necessary to produce the dairy products with internationally acceptable quality and food safety standards. KDIL commitment to international quality standards for Food Safety is based on Codex Standards for Hazard Analysis and Critical Control Points (HACCP) to ensure safe and quality products for consumers. Every new KDIL product must pass a full test to evaluate its life/yield, and overall performance under a wide range of environmental conditions. KDIL also ensures that every shipment of products is up to the high quality standards. Extensively trained quality assurance inspectors maintain samples and thorough specification documentation for every product they offer. This enables us to enforce ongoing compliance with all specifications. Sophisticated sampling techniques and statistical methods directly enhance the effectiveness of these stringent QA procedures.

FINANCIAL PERFORMANCE

During the year, the company has scaled new heights and set several new benchmarks in term of sales, profit, net worth and assets. Turnover for the year was Rs. 36922.900 Millions as compared to Rs. 23946.300 Millions in the previous year, registering an increase of 54.19% over last year.

Profit after Tax for the Financial Year 2012-13 stood at Rs. 965.300 Millions as against Rs. 909.900 Millions in the previous year.

CONTINGENT LIABILITIES:

(Rs. In Millions)

Particular	31.03.2013	31.03.2012
Claim against the company not acknowledged as debts
Milk cess disputed by the company relating to issue of applicability against which the company has preferred an SLP against the order of Punjab and Haryana High Court before Hon'ble Supreme Court of India. A liablity of Cess principal amounting Rs. 29.959 Millions ( from which a sum of Rs. 9.806 Millions ( pre. Yr Rs. 7.922 Millions) deposited under protest ) and a sum of Rs. 86.644 Millions on account of interest liability raised by Semen Bank officer, of Haryana Livestock Development Board for which the matter is already before Hon'ble Supreme Court.	116.603	27.181
Demand by Dy. Excise and Taxation Commissioner relating to Sales Tax /Vat exemption /deferment with interest, against which company has filed an appeal before Joint Excise and Taxation Commissioner (Appeals), Faridabad. The said appeal was settled during the current F.Y.	Nil	3.273
A civil recovery suit has been filed by M/s S.M. Milkose Limited regarding dispute in supply of material which is disputed by the Co. and is pending before The Hon'ble High Court of Delhi.	15.697	15.697
Contingent Liability for Bills Discounted	6.797	Nil
Liability under Bank Guarantee	51.107	14.705
Liability under Letter of Credit	359.754	--
Estimated amount of Contracts remaining to be executed on capital account and not provided for	111.443	8.483

STATEMENT OF UNAUDITED FINANCIAL RESULTS (STANDALONE) FOR THE QUARTER AND NINE MONTHS ENDED 30TH JUNE 2013

(Rs. In Millions)

SI. No.	PARTICULARS	3 months ended 30.06.2013
		(Unaudited)
1	Income from Operations
	(a) Net Sales/ Income from Operations (Net of Excise Duty)	10425.527
	(b) Other operating Income	13.184
	Total Income from operations (Net)	10438.711
2	Expenses
	(a) Cost of materials Consumed	8522.215
	(b) Purchases of Stock -in- trade	1006.293
	(c) Change in inventories of finished goods, work - in - process and Stock in trade	24.519
	(d) Employee benefits Expense	39.564
	(e) Depreciation and amortisation Expense	26.167
	(f) Other Expenses (Any item exceeding 10% of total expense relating to continuing operation to be shown	244.993
	Total Expenses	9863.752
3	Profit/Loss from Operations before other income, finance costs and exceptional items (1+2)	574.960
4	Other Income	1.876
5	Profit/Loss from ordinary activities before finance costs and exceptional items (3+4)	576.836
6	Finance Costs	254.491
7	Profit/Loss from ordinary activities after finance costs but before exceptional items (5+6)	322.345
8	Exceptional items	-
9	Profit/Loss from ordinary activities before tax (7+8)	322.345
10	Tax Expenses	40.289
11	Net Profit/Loss from ordinary activities after tax (9+10)	282.056
12	Extraordinary Items(net of tax expense of Rs.9.733 millions)	-
13	Net Profit/Loss for the period (11+12)	282.056
14	Paid-up equity Share Capital (Equity Share of Re.1/- each)	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	1.39
	(b) Diluted	1.39
16.ii	Earnings per share (after extraordinary items) (of Re.1/- each) (not annualised)
	(a) Basic	1.39
	(b) Diluted	1.39

A	PARTICULARS OF SHAREHOLDING	30.06.2013
1	Public Shareholding
	Number of shares	51031720
	Percentage of Shareholding	25.12%
2	Promoter and Promoter Group Shareholding
	(a) Pledged / Encumbered
	Number of shares	10000000
	Percentage of shares (as a % of the total shareholding of promoter and promoter group)	6.57%
	Percentage of shares(as a % of total share capital of the company)	4.92%
	(b) Non - Encumbered
	Number of shares	142154714
	Percentage of shares(as a % of the total shareholding of the promoter and promoter group)	93.43%
	Percentage of shares (as a % of the total share capital of the company)	69.96%

	Particulars	Quarter ended 30.06.2013
B	INVESTOR COMPLAINTS
	Pending at the beginning of the quarter	0
	Received during the quarter	4
	Disposed of during the quarter	3
	Remaining unresolved at the end of the quarter	1

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 14.08.2013 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

• Land
• Computer
• Building
• Plant and Machinery
• Furniture and Fixture
• Vehicles

Intangible Assets

• Computer Software

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 records 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] 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.63.06
UK Pound	1	Rs.101.15
Euro	1	Rs.84.95

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		52

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

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.