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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Modern Dairies Ltd.

Mar 31, 2025

Your Directors hereby present their 33^rd Annual Report together with the Audited Financial Statements of Modern Dairies Limited for the year ended 31^st March, 2025.

		Rs. in Lacs
FINANCIALS	Year Ended	Year Ended
	31.03.2025	31.03.2024
Net Sales and other Income	3,48,92	3,62,04
Operating Profit	14,77	22,19
Finance Cost	1,83	3,82
Cash Profit	12,94	18,37
Depreciation & Amortization Expenses	3,15	3,43
Profit before Exceptional Items	9,79	14,94
Exceptional Items	55,94	19,29
Profit for the year	65,73	34,23

PERFORMANCE

Your company during this Financial Year under review earned revenue of ? 3,48,92 Lacs as against ? 3,62,04 Lacs over the previous year. The operating profit this year was ?14,77 Lacs as against ?22,19 Lacs in the previous year.

The focus of the company continues to be in the fresh dairy, cultured products, cheese and milk nutritional ingredient business. It is a growing market segment and your company has also achieved growth in these segments. This year the prices of raw milk remained on the higher side than the last year which resulted in reduced margins particularly on the sale of fresh dairy and cultured products.

The new fiscal has started with increased availability of milk and the general forecast of good monsoon this year further augurs well for the agriculture and dairy sector.

DIVIDEND

In view of requirements of funds for operations, your directors are unable to recommend any dividend for the Financial Year ended on 31^st March, 2025.

MILK CESS

As the members are aware that the Company had filed a Special Leave Petition before the Hon''ble Supreme Court against the decision dated 28^th May, 2010 of Punjab & Haryana High Court with regard to the levy of milk cess under the Haryana Murrah Buffalo and other Animal Breed Act, 2001. The said SLP was filed by the Company in the year 2010 and admitted in the Supreme Court. In 2012, the Hon''ble Supreme Court had granted interim stay upon payment of 50% of milk cess levied and demanded by Govt. of Haryana in favour of the Company.

As per the last demand notice dated 1.1.2024 issued by Govt. of Haryana upto December quarter 2023 stand Rs. 544.31 Crore, which includes Milk Cess and interest thereon. The Company as an abundant caution is providing for the Milk Cess in the accounts. As on 31^st March 2025, the total Milk Cess provision amount is Rs. 21.30 Crore, out of which Rs. 9.91 Crore (Rs. 5.91 Crores Rs. 4.00 Crores) has been already deposited as per Hon''ble Supreme Court''s and Hon''ble Punjab & Haryana High Court''s order.

The Company''s legal counsels are regularly following and the final decision is pending before the Hon''ble Supreme Court of India.

PLEDGE RELEASE OF PROMOTER SHAREHOLDING

The shareholding of Promoters and Promoter group aggregating to 10654779 Equity Shares was pledged in favour of Punjab National Bank and other consortium members.

However, the Lenders on 13.01.2025 have released the pledge on above said shares (i.e. 10654779 Equity Shares) of Promoters and Promoter group on full settlement and payment of Debts by the Company.

STATUS OF COMPANYâS ACCOUNTS WITH LENDERS

It is informed to the Hon''ble members that Punjab National Bank had approved the One Time Settlement (OTS) of all its debts in 2022. The Company has paid all its dues as per the schedule. Further upon payment, PNB has issued No Dues Certificate to the Company.

The Canara Bank had approved its OTS towards full and final settlement of all its debts in financial year 2024-25. The Company duly paid the dues of the Bank and the Canara Bank has issued its No Dues Certificate to the Company.

Accordingly, all the charges of the bankers have been satisfied from the Registrar of Companies.

QUALITY, FOOD SAFETY & ENVIRONMENT STANDARDS

Quality and safety are paramount for the company. The company adheres to stringent quality control and inspection processes, following best practices of the industry with respect to Good Management Practices (GMP) and Good Hygienic Practices (GHP). This ensures the company''s diversified products have high standards for quality, safety and nutrition. The company has adopted a very robust quality management system which has been certified by DNVGL Netherlands for updated version of ISO 9001, FSSC 22000 and ISO 14001.

In its pursuit for excellence, the Company facility has got Good Manufacturing Practices (GMP) certificate from World Health Organization (WHO) for its Pharma Grade Lactose.

The facilities are approved and registered with USFDA, Export Inspection Agency & APEDA for supply of its products in the domestic and international market. Most of the leading Multinational Food Companies in India have approved our operations as suitable for supplies of company''s products to them.

SHARE CAPITAL

The Company has Authorised Share Capital of Rs. 35,00,00,000/- (Rupees Thirty Five Crore only) divided into 3,50,00,000 (Three Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten). The Paid up Equity Share Capital is Rs. 25,65,88,610- (Rupees Twenty Five Crore Sixty Five Lakhs Eighty Eight Thousand Six Hundred Ten only) as on 31^st March, 2025.

Raising of funds by issuance of Warrants convertible into Equity Shares through Preferential Issue on a private placement basis

Members are aware that in the fiscal year ending 31.03.2025, the Company got approval from BSE Ltd for allotment of 86,00,000 warrants convertible into equity shares of the Company (âConvertible Warrantsâ) of face value Rs. 10/- each at Rs. 50/-each (including premium of Rs. 40/- per share) as determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018 ("SEBI ICDR Regulations"), by way of preferential issue on a private placement basis to the persons forming part of Promoters and Promoter group.

Conversion of Warrants into Equity Shares of Company on exercise of option attached with convertible Warrants

This is to inform the Hon''ble members that, 23,00,000 Warrants out of the above said 86,00,000 Warrants have been converted to the equivalent number of Equity Shares of the Company (i.e. 23,00,000 Equity Shares) on exercise of the right of conversion by the Allottees. The same are also listed on BSE Ltd.

Utilization of funds

In pursuance to Regulation 32(7A) of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, this is to inform that the Company in the financial year ended 31.03.2025 raised through above said preferential issue the total funds of Rs. 19,37,50,000/-(Rupees Nineteen Crore Thirty Seven Lakhs Fifty Thousand only) out of which Rs. 13,22,19,824 (Rupess Thirteen Crore Twenty Two Lacs Nineteen Thousand Eight Hundred Twenty Four only) has been utilized for the operations of the Company upto the end of the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the details of Directors and Key Managerial Personnel are as follows:

Mr. Krishan Kumar Goyal (DIN: 00482035) was appointed as Managing Director of the Company for a period of five consecutive years w.e.f. 01^st April, 2020 and is to be further reappointed subject to approval of shareholders with effect from 01^st April, 2025 till the conclusion of Annual General Meeting to be held in year 2030 in terms of the provisions of Companies Act, 2013.

Dr. Surinder Kumar (DIN: 11032078) was appointed as Non-Executive Independent Director on 01^stApril, 2025 for a period of three (3) years. He will hold office as an Additional Independent Director upto the ensuing Annual General Meeting. After the confirmation from the Shareholders in the ensuing AGM, he will be confirmed as an Independent Director upto the conclusion of AGM to be held in 2028.

In pursuance of Section 152 of the Companies Act, 2013, at-least two-third of the Directors (excluding Independent Directors) shall be subject to retirement by rotation. One-third of such Directors must retire from office at each AGM and a retiring Director is eligible for re-appointment. Accordingly, Mr. Ashwani Kumar Aggarwal, Executive Director (DIN: 00486430), is liable to retire by rotation at ensuing Annual General Meeting and being eligible, offers himself to be reappointed at this AGM. In view of his considerable experience, Board of Directors recommends his reappointment as Director of Company.

Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013, Prof. Sanjay Kaushik was appointed as Non-Executive Independent Director of the Company w.e.f. 30^th September, 2022 for a period of three years till the conclusion of Annual General Meeting to be held in the year 2025 and is to be further reappointed for a second term of five consecutive years commencing from this Annual General Meeting till the conclusion of Annual General Meeting to be held in year 2030 in terms of the provisions of Companies Act, 2013.

Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013, Mr. Ajay Kumar Sharma was re-appointed as Non-Executive Independent Director of the Company for a second term of three consecutive years commencing from the date of Annual General Meeting i.e. 27^th September, 2024 till the conclusion of Annual General Meeting to be held in year 2027. However, we report with regret that due to sad & sudden demise of Mr. Ajay Kumar Sharma, he had ceased to be a Director of the Company w.e.f. 02.01.2025.

The following are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Krishan Kumar Goyal (Chairman and Managing Director)

2. Mr. Ashwani Kumar Aggarwal (Whole time Director)

3. Mr. Mukesh Sehgal (Chief Financial Officer)

4. Ms. Shruti Joshi (Company Secretary)

BOARD MEETINGS

During the financial year 2024-25, 5 (Five) meetings of the Board of Directors were held. The details of the meetings of the Board are furnished in the Corporate Governance Report which is attached to this Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In pursuance of Section 134 (3) (p) of the Companies Act, 2013 read with rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out the performance evaluation of the Board as a whole, its Committees and individual Directors. The evaluation was carried out using individual questionnaires covering composition of Board, conduct as per Company values & beliefs, contribution towards development of strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, Leadership etc.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non Independent Directors was done by the Board excluding the Director being evaluated.

The Board of your Company formed an opinion that the Independent Directors of our Company are maintaining high standard of integrity and possessing expertise, requisite qualifications and relevant experience for performing their role as an Independent Directors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 read with the rules made thereunder and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, that they meet the criteria of independence as laid out in sub section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD DIVERSITY AND REMUNERATION POLICY

The Board has, on recommendation of the Nomination & Remuneration Committee of the Company in accordance with Para A of Part D of Schedule II and Regulation 19 of Listing Regulations has framed Nomination & Remuneration Policy for appointment and remuneration of Directors, Key managerial Personnel and Senior Management Employees, which includes the criteria for determining qualification, positive attributes, independence of a Director and other matters provided under sub-section 3 of section 178 of the Companies Act, 2013. As on 31^st March, 2025 the Board consists of four members out of which two are Executive Directors and two 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.

COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has the following four Board Level Committees established by the Board in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

â¢ Audit Committee

â¢ Nomination & Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Allotment Committee

The details regarding composition, terms of reference, number of meetings held, etc. of the above Committees are included in the Report of Corporate Governance, which forms parts of the Annual Report. There has been no instance where the board has not accepted recommendation of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Allotment Committee. Further, the provisions of Companies Act mandating constitution of Risk Management Committee is not yet applicable to the Company.

AUDITORS Statutory Auditors

M/s. APT & Co. LLP, Chartered Accountants, (Registration No. 014621C/N500088), were reappointed for their second term as Statutory Auditors of the Company at the last Annual General Meeting held on 27^th September, 2024 for a period of two years till the

conclusion of the Annual General Meeting to be held in the year 2026 at a remuneration mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Cost Auditors

Pursuant to Section 148 and other applicable provisions of Companies Act, 2013, if any and the rules framed thereunder, the Board of Directors have approved the re-appointment and remuneration of M/s. K.K. Sinha & Associates, Cost Accountants as Cost Auditors of the Company to conduct the cost audit for the year 2025-26 on the recommendations of the Audit Committee subject to the ratification of the remuneration by the shareholders.

Secretarial Auditors

The Board of Directors pursuant to Section 204 and the rules framed thereunder and subject to approval of Shareholders approved appointment of M/s. Sanger & Associates, Company Secretaries (Sole Proprietorship) as Secretarial Auditors of the Company for a period of three (3) years to hold office from this ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2028 at a remuneration and on such terms as mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.

AUDITORâS REPORT Statutory Auditorsâ Report

The Statutory Auditors of the Company, M/s. APT & Co. LLP, Chartered Accountants, have submitted the Auditor''s Report forming part of Financial Statements in this Annual Report which has observation on Standalone Financial Statements for the period ended 31^st March, 2025.

Auditorâs Qualification/ Observation

Director''s remuneration is not admissible as prescribed in Sec-197 of companies Act, 2013 except in accordance with the provision of Schedule V and if it is not able to comply with such provisions, the prior approval of lenders is required.

(Executive Director) & Mr. Krishan Kumar Goyal (Managing Director) amounting to Rs. 65,80,797/-for the period from 1st April, 2024 to 31st December, 2024.

Including the above mentioned remuneration, the company has paid total managerial remuneration of Rs. 4,09,41,407/-, till date, without complying the provisions of Schedule V of the companies Act, 2013.

Management Reply

This is to inform the Hon''ble members that in the preceding period, remuneration had been paid to Mr. Krishan Kumar Goyal as Chairman & Managing Director and Mr. Ashwani Kumar Aggarwal as Executive Director (Whole Time), aggregating to Rs. 4,09,41,407/- (Rupees Four Crore Nine Lakhs Forty-One Thousand Four Hundered Seven only) which was in the due course of Company''s operations. The remuneration approved by the Board of Directors and Shareholders was well within the limits as prescribed under schedule to the Companies Act 2013 in case of loss or inadequacy of profit, but since the accounts of the company with lenders had gone NPA and as per the provisions of Companies Act, the Lenders approval was required and our Company''s request was under their consideration.

In the meanwhile, the Company''s lenders have been paid by OTS Debt Settlement. The entire settlement amount has been paid to the respective Lenders. They have issued their No Dues Certificates to the Company. The Managerial remuneration to Mr. Krishan Kumar Goyal and Mr. Ashwani Kumar Aggarwal was paid in the due course of operations of the Company. In the light of the above the Board considered and recommended to the Shareholders for ratification of past remuneration already paid.

Secretarial Auditorsâ Report

The Secretarial Auditor M/s. Sanger & Associates, Company Secretaries has submitted the Secretarial Audit Report for the Financial Year 2024-25 in Form No. MR-3 and forming part of this Directors Report annexed as âAnnexure-Aâ.

Secretarial Auditorsâ Qualification in Secretarial Audit Report

Director''s remuneration is not admissible as prescribed in Sec-197 of companies Act, 2013 except in accordance with the provision of Schedule V and

if it is not able to comply with such provisions, the prior approval of lenders is required. The Company is not eligible to pay director remuneration for noncompliance of conditions prescribed in schedule V of the companies Act, 2013

Management Reply

The remuneration approved by the Board of Directors and Shareholders was well within the limits as prescribed under schedule to the Companies Act 2013 in case of loss or inadequacy of profit, but since the accounts of the company with lenders had gone NPA and as per the provisions of Companies Act, the Lenders approval was required and our Company''s request was under their consideration.

RISK MANAGEMENT

The Company recognises that risk is an internal and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company has formulated Risk Management Policy to identify and then manage threats / risks that could have impact on the goals and objectives of the Company. The Audit Committee of the Company periodically reviews and evaluates the adequacy of risk management system. The actual identification, assessment and mitigation of risks is however done by the executives of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances of Employees, Directors and Senior Executives. Your Company has an ethics hotline which can be used by employees, Directors, senior executives, suppliers, dealers etc. to report any violations to the Code of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. During financial year 2024-25, no complaints were received.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

MDL (Modern Dairies Limited) has aligned its current system of internal financial control with the requirement of Companies Act, 2013.

MDL''s internal controls commensurate with its size and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.

The management assessed the effectiveness of the Company''s internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) as of 31^st March, 2025. The assessment involved selfreview and external audit.

M/s. APT & Co. LLP, Chartered Accountants, the Statutory Auditors of MDL have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in Section 143).

The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and Statutory Auditors. Suggestions for

improvement are considered and the Audit Committee follows up on corrective action.

Based on its evaluations (as defined in Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), the Audit Committee has concluded that, as of 31^st March, 2025, the internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurred after 31^st March, 2025 till the date of this report, which may affect the financial position of the Company.

DEPOSITS

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of deposits by Companies) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

TRANSFER TO RESERVES

Considering the financial position of the Company and requirements of regular funds for operations, no amount has been transferred to the General Reserves of the Company during Financial Year 2024-25.

EXTRACT OF ANNUAL RETURN

In terms of requirement of section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013, the Annual return of the Company has been placed on the Company''s website and can be accessed on the website of the Company at www.moderndairies.com. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules 2014, is given in the âAnnexure-Bâ and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions regarding Corporate Social Responsibility (âCSRâ) as enumerated under Section 135 of the Companies Act 2013 were applicable to the Company for the period under review.

As per the applicable provisions, the Company has to spend at least two per cent of the average net profits of the company made during the three immediately preceding financial years, i.e. FY 21-22, FY 22-23 & FY 23-24, which came to Rs. 34.22 Lacs. The Company is happy to inform that the total amount spent by the Company during the year was Rs.34.29 Lacs on the CSR activities. The Annual Report on CSR activities in the prescribed Form is attached as âAnnexure-Câ to this report.

The CSR Policy is available on the website of the Company at www.moderndairies.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 for Financial Year 2024-25 forms part of the notes to the financial statements.

RELATED PARTY TRANSACTIONS

During financial year 2024-25, your company has entered into material contract/ arrangement/ transaction with related parties in accordance with its Policy on Materiality of Related Party Transactions. The details of material related party transactions are reported in Form AOC-2 and attached as âAnnexure-Dâ to this report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Corporate Governance & Management Discussion & Analysis is attached to this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this Policy.

As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. No complaints were received during financial year 2024-25.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

DIRECTORSâ 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 have 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 31^st March, 2025 and of the profit 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 have 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.

By order of the Board of Directors For Modern Dairies Limited

Krishan Kumar Goyal Place: Chandigarh Chairman & Managing Director Date: 27^th May, 2025 DIN: 00482035

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE & DEVELOPMENTS

India has a large, growing and increasingly sophisticated dairy consuming population. Demand for dairy products is growing at a fast rate.

Dairy development programmes have eventually transformed India from a milk-deficient nation into the world''s largest milk producer. Our world leading agritech and dairy technology could make a huge difference to India''s agricultural productivity and dairy production efficiency. Today, India contributes one-fourth of the global milk output alone. The dairy companies not only provide nutritious milk and milk products at affordable prices to consumers but also provide livelihoods to crores of dairy farmers across the country.

Further, Dairy Industry strengthens the rural economy, develop the ecosystem of self-employment and small entrepreneurship, increase social inclusion, and increase opportunities to set new standards in innovation and research.

OPPORTUNITIES AND THREATS OPPORTUNITIES

â¢ The primary catalyst for the expansion of India''s dairy sector is the surge in consumption and consumer base, driven by population increase and rising income.

â¢ Increased disposable money has allowed more people to purchase nutritious foods, notably dairy products, which is a key component of traditional Indian diet.

â¢ Rising demand for nutrition-rich dairy products, including proteins, vitamins and minerals is anticipated to propel market expansion.

â¢ Dairy companies are responding by offering a variety of cultured products such as dahi, lassi, flavored yoghurts, fortified milk and probiotic drinks that cater to health conscious consumers.

â¢ With all these factors the dairy industry is all set for a bright future and growth in value added dairy products segment.

THREATS

â¢ Intense competition exists in various product segments, with companies constantly innovating to offer differentiated products.

â¢ While the dairy market in India is growing, competition for market share remains fierce due to the presence of established brands and new entrants.

â¢ The export of Milk Products from the country are in direct competition from the global markets. It is imperative that our milk production cost is also competitive against global supply chain.

RISK AND CONCERN

Milk is the primary raw material for the Dairy industry. Climate challenges, such as droughts or excessive heat can adversely affect feed and fodder dynamics, resulting in reduced milk production, straining milk procurement. This can adversely affect the performance of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

To provide reasonable assurance that assets are safeguarded against loss or damage and that accounting records are reliable for preparing financial statements, management maintains a system of accounting and controls including an internal audit process. Internal controls are supported by management reviews.

The Board of Directors have an Audit Committee that is chaired by an Independent Director. The Committee meets periodically with Management, Internal Auditor, Statutory Auditors to review the Company''s program of internal controls, audit plans and results, recommendations of the auditors and management''s responses to those recommendations.

FINANCIAL PERFORMANCE AND RESULTS OF OPERATIONS

Your company during this Financial Year under review earned revenue of ? 3,48,92 Lacs as against ? 3,62,04

Lacs over the previous year. The operating profit this year was ?14,77 Lacs as against ?22,19 Lacs in the previous year.

HUMAN RESOURCES

The Company regards its employees as valuable asset and continuously reviews and evolves policies and procedures to attract and retain its pool of technical and managerial personnel through a conducive work environment.

As at 31^st March, 2025, the Company had a total workforce of 453 persons.

CAUTIONARY STATEMENT

The Management Discussion and Analysis Report may contain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statement as important factors could influence the Company''s operations such as Government policies, political and economic developments and such other factors are risk inherent to the Company''s growth.

By order of the Board of Directors For Modern Dairies Limited

Krishan Kumar Goyal Chairman & Managing Director Place: Chandigarh DIN: 00482035

Date: 27^th May, 2025

Mar 31, 2024

Your Directors hereby present their 32^nd Annual Report together with the Audited Financial Statements of Modern Dairies Limited for the year ended 31^st March, 2024.

		Rs. in Lacs
FINANCIALS	Year Ended 31.03.2024	Year Ended 31.03.2023
Net Sales and other Income	3,62,04	2,18,76
Operating Profit	22,19	18,00
Finance Cost	3,82	2,48
Cash Profit	18,37	15,52
Depreciation & Amortization Expenses	3,43	3,35
Profit before Exceptional Items	14,94	12,17
Exceptional Items	19,29	(1)
Profit for the year	34,23	12,16

PERFORMANCE

Your company during this Financial Year under review earned revenue of ? 3,62,04 Lacs as against ? 2,18,76 Lacs over the previous year. The operating profit this year was ?22,19 Lacs as against ?18,00 Lacs in the previous year.

The Company has focused in the fresh dairy, cultured products, cheese and milk nutritional ingredient business which is a growing market segment. The Company''s operating team worked relentlessly which has resulted in better performance.

CURRENT OPERATIONS

This year the market outlook looks positive. The milk availability is expected to be good and milk rates are going to be range bound during this year. With main focus on nutritional ingredients business, the Company has been able to improve its performance during first quarter of the current fiscal as compared to the same quarter of last year with total revenue of ? 94,59 Lacs as against ? 83,15 Lacs during the same period of previous year. Likewise operating profit has improved to ?5,15 Lacs from ?4,06 Lacs as compared to last year. This year the country has received good monsoon which augers well for agriculture and dairy sector. DIVIDEND

In view of requirements of funds for operations, your directors are unable to recommend any dividend for the Financial Year ended on March 31,2024.

MILK CESS

This is to inform that in furtherance to the September quarter Demand notice, the Company received the recovery notice from the office of Tehsildar, District Karnal. The Company filed a Writ Petition in Hon''ble Punjab & Haryana High Court against this Demand Notice and stay of recovery.

After hearing the petition, Hon''ble High Court on 20.12.2023 has taken a view that if the payment @ 50 % of the amount is to be kept in mind, accordingly instructed the Company to deposit Rs.4 Crores in four easy installments by the end of the financial year i.e. 31.03.2024. In complete compliance of the orders of Hon''ble Punjab & Haryana High Court, the Company has deposited Rs. 4.00 Crores before the due date. As per the last demand notice dated 1.1.2024 issued by Govt. of Haryana for the December quarter stand Rs. 544.31 Crore, which includes Milk Cess and interest thereon. The Company as an abundant caution is providing for the Milk Cess in the accounts. As on 31^st March 2024, the total Milk Cess provision amount is Rs. 20.71 Crore, out of which Rs. 9.91 Crore (Rs. 5.91 Crores Rs. 4.00 Crores) has been already deposited as per Hon''ble Supreme Court''s and Hon''ble Punjab & Haryana High Court''s order. The final decision is pending before the Hon''ble Supreme Court of India.

PLEDGE OF PROMOTER SHAREHOLDING

The shareholding of promoter and promoter group aggregating to 10654779 shares, being 45.69% of the entire share capital of the Company is pledged in favour of Punjab National Bank and other consortium member.

STATUS OF COMPANYâS ACCOUNTS WITH LENDERS

The company''s lender Punjab National Bank had approved the One Time Settlement (OTS) in 2022 and it

is under implementation. The Company is strictly abiding by the time frame and making payments on time.

The Debt of Edelweiss ARC Ltd. (earlier State Bank of India) had been restructured in 2022. During this year, the Company has paid the final payment as per the schedule on 29.08.2023. EARC issued No Dues Certificate to the Company. Accordingly, the charges have been satisfied from the Registrar of Companies.

QUALITY, FOOD SAFETY & ENVIRONMENT STANDARDS

The facilities are approved and registered with USFDA, Export Inspection Agency, APEDA and HALAL for supply of its products in the domestic and international market. Most of the leading Multinational Food Companies in India have approved our operations as suitable for supplies of company''s products to them.

SHARE CAPITAL

The Company has Authorised Share Capital of Rs.

30.00. 00.000/- (Rupees Thirty Crore only) divided into

3.00. 00.000 (Three Crore) equity shares of Rs. 10/-(Rupees Ten) each and the paid up equity share capital is Rs. 23,35,89,000/- (Rupees Twenty Three Crore Thirty Five Lakhs Eighty Nine Thousand) as on March 31,2024.

Raising of funds by issuance of Warrants convertible into Equity Shares through Preferential Issue on a private placement basis

The Company with approval of Board of Directors at meeting held on 29^th August, 2024 and subject to approval of such statutory/regulatory authorities as may be required including approval of Shareholders of Company at ensuing Annual General Meeting proposed issue, offer and allotment of 86,00,000 warrants convertible into equity shares of the Company of face value Rs. 10/- each at Rs. 50/-each (including premium of Rs. 40/- per share) as

determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), by way of preferential issue on a private placement basis to the persons forming part of promoter and promoter group for cash consideration.

Increase of Authorised Share Capital of the Company

The Board of Directors at meeting held on 29^thAugust, 2024 approved Increase in the Authorized Share Capital of the Company from existing Rs.

30.00. 00.000/- (Rupees Thirty Crore only) divided into

3.00. 00.000 (Three Crore) equity shares of Rs. 10/-(Rupees Ten) each to Rs. 35,00,00,000/- (Rupees Thirty-Five Crore only) divided into 3,50,00,000 (Three Crore Fifty Lakh) equity shares of Rs.10/-(Rupees Ten) each ranking pari passu in all respect with the existing Equity Shares of the Company, subject to approval of Shareholders of Company at ensuing Annual General Meeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the details of directors and Key Managerial Personnel were as follows:

The Shareholders of the Company approved reappointment of Mr. Ashwani Kumar Aggarwal (DIN: 00486430), who was liable to retire by rotation at the last Annual General Meeting held on 27^thSeptember, 2023.

Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013, Dr. Meena Sharma and Mr. Ajay Kumar Sharma were appointed as NonExecutive Independent Directors of the Company w.e.f. 30^th September, 2022 for a period of two years till the conclusion of Annual General Meeting to be held in the year 2024 and are to be further reappointed for a second term of three consecutive years commencing from this Annual General Meeting till the conclusion of Annual General Meeting to be held in year 2027 in terms of the provisions of Companies Act, 2013.

liable to retire by rotation at ensuing Annual General Meeting and being eligible, offers himself to be reappointed at this AGM. In view of his considerable experience, Board of Directors recommends his reappointment as Director of Company.

1. Mr. Krishan Kumar Goyal (Chairman and Managing Director)

2. Mr. Ashwani Kumar Aggarwal (Whole time Director)

3. Mr. Mukesh Sehgal (Chief Financial Officer)

4. Ms. Shruti Joshi (Company Secretary)

BOARD MEETINGS

During the financial year 2023-24, 4 (Four) meetings of the Board of Directors were held. The details of the meetings of the Board are furnished in the Corporate Governance Report which is attached to this Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In pursuance of Section 134 (3) (p) of the Companies Act, 2013 read with rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out the performance evaluation of the Board as a whole, its Committees and individual directors. The evaluation was carried out using individual questionnaires covering composition of Board, conduct as per Company values & beliefs, contribution towards development of strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership etc.

As part of the evaluation process, the performance of Non Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non Independent Directors was done by the Board excluding the Director being evaluated.

The Board of your Company formed an opinion that the Independent Directors of our Company are maintaining high standard of integrity and possessing expertise,

requisite qualifications and relevant experience for performing their role as an Independent Directors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 read with the rules made thereunder and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, that they meet the criteria of independence as laid out in Subsection (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD DIVERSITY AND REMUNERATION POLICY

The Board has, on recommendation of the Nomination & Remuneration Committee of the Company in accordance with Para A of Part D and Regulation 19 of Listing Regulations has framed Nomination & Remuneration Policy for appointment and remuneration of Directors, Key managerial Personnel and Senior Management Employees, which includes the criteria for determining qualification, positive attributes, independence of a Director and other matters provided under sub-section 3 of section 178 of the Companies Act, 2013. As on 31^st March, 2024 the Board consists of five members out of which two are Executive 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.

COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has the following three Board Level Committees established by the Board in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

â¢ Audit Committee

â¢ Nomination & remuneration Committee

â¢ Stakeholders Relationship Committee

remuneration Committee and Stakeholders Relationship Committee. Further, the provisions of Companies Act mandating constitution of Risk Management Committee is not yet applicable to the Company.

AUDITORS Statutory Auditors

M/s. APT & Co. LLP, Chartered Accountants, (Registration No. 014621C/N500088), were appointed as Statutory Auditors of the Company at 30^th Annual General Meeting for a period of two years till the conclusion of the 32^nd Annual General Meeting to be held in the year 2024 at a remuneration mutually agreed between the Board of Directors of the Company and the Statutory Auditors, whose tenure is going to expire at this ensuing Annual General Meeting.

The Board of Directors pursuant to Section 139 and 142 and other applicable provisions of Companies Act, 2013, if any and the rules framed thereunder and subject to approval of Shareholders approved appointment of M/s. APT & Co. LLP, Chartered Accountants as Statutory Auditors of Company for a period of two (2) years to hold office from this ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2026 at a remuneration mutually agreed between the Board of Directors of the Company and the Statutory Auditors. Cost Auditors

Pursuant to Section 148 and other applicable provisions of Companies Act, 2013, if any and the rules framed thereunder,the Board of Directors have approved the re-appointment and remuneration of M/s. K.K. Sinha & Associates, Cost Accountants as Cost Auditors of the Company to conduct the cost audit for the year 2024-25 on the recommendations of the Audit Committee subject to the ratification of the remuneration by the shareholders.

M/s. K.K. Sinha & Associates, Cost Accountants confirmed eligibility to be appointed as Cost Auditors of the Company and expressed his willingness by written consent for appointment for the financial year 2024-2025.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors had appointed M/s. Sanger & Associates, Company Secretaries as Secretarial Auditor of the Company for the financial year 2023-24

for conducting the Secretarial Audit as required under the provisions of Companies Act, 2013.

Further, M/s. Sanger & Associates, Company Secretaries being eligible for re-appointment expressed his willingness to act as Secretarial Auditor of Company for Financial Year 2024-25, the Board of Directors on recommendation of Audit Committee approved the reappointment of M/s. Sanger & Associates as Secretarial Auditors of the Company for Financial Year 2024-25.

AUDITORâS REPORT Statutory Auditorsâ Report

Auditorâs Qualifications/ Observations

The Company is not eligible to pay director remuneration for non-compliance of conditions prescribed in schedule V of the companies Act, 2013. During the year, the company has given the director remuneration to Mr. Ashwani Kumar Aggarwal, Executive Director and Mr. Krishan Kumar Goyal, Managing Director amounting to Rs. 84,35,595/- for the year ended 31^st March, 2024.

Apart from the managerial remuneration for year ended 31^st March, 2024, as mentioned above the company has paid director remuneration of Rs. 3,34,37,557/- till date without complying the provisions of Schedule V of the companies Act, 2013.

Managementâs Reply:

The company has paid Managerial Remuneration amounting to Rs. 84,35,595/- to directors for which the company is yet to receive approval from the competent authority/agency. Directors undertakes that in case the approval is not received from the competent authority/agency, they shall refund the remuneration paid to them by the company. Profitability of the company shall affect to the same extent.

Secretarial Auditorsâ Report

The Secretarial Auditor M/s. Sanger & Associates, Company Secretaries has submitted the Secretarial Audit Report for the Financial Year 2023-24 in Form No. MR-3 and forming part of this Directors Report annexed as âANNEXURE-Aâ

Secretarial Auditorsâ Qualification in Secretarial Audit Report

1. The Company not Complied with Section 197 of Companies Act 2013 in respect of remuneration paid to Managerial Personnel of the Company.

2. The Company has generally complied with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, except filing of the intimation regarding the closure of the trading window to stock exchange for the quarter ended September 2023.

Managementâs Reply:

The company has paid Managerial Remuneration to director for which the company is yet to receive approval from the competent authority/agency. Directors undertakes that in case the approval is not received from the competent authority/agency, they shall refund the remuneration paid to them by the company. Profitability of the company shall affect to the same extent.

The Company duly informed all the designated persons regarding closure of trading window. But inadvertently could not file the intimation to stock exchange for the quarter ended September 2023.

RISK MANAGEMENT

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated

Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances of Employees, Directors and Senior Executives. Your Company has an ethics hotline which can be used by employees, Directors, senior executives suppliers, dealers etc. to report any violations to the Code of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. During financial year 2023-24, no complaints were received.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

MDL (Modern Dairies Limited) has aligned its current system of internal financial control with the requirement of Companies Act, 2013.

The management assessed the effectiveness of the Company''s internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) as of 31^st March, 2024. The assessment involved selfreview and external audit.

M/s. APT & Co. LLP, Chartered Accountants, the Statutory Auditors of MDL has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in Section 143).

The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and Statutory Auditors. Suggestions for improvement are considered and the Audit Committee follows up on corrective action.

Based on its evaluations (as defined in Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), the Audit Committee has concluded that, as of 31^st March, 2024, the internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurred after 31^st March, 2024 till the date of this report, which may affect the financial position of the Company.

DEPOSITS

TRANSFER TO RESERVES

EXTRACT OF ANNUAL RETURN

CORPORATE SOCIAL RESPONSIBILITY

The provisions regarding Corporate Social Responsibility (âCSRâ) as enumerated under section 135 of the Companies Act 2013 applicable to the Company for the period under review.

However, the liability to spend at least two per cent of the average net profits of the company made during the three immediately preceding financial years was not applicable on our company during the period under review, since the company was having average net loss instead of profits during the three immediately preceding financial years.

The Annual Report on CSR activities in the prescribed Form is attached as âAnnexure-Câ to this report. The CSR Policy is available on the website of the Company at www.moderndairies.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 for Financial Year 2023-24 forms part of the notes to the financial statements.

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. Related Party disclosures as per AS-18 have been provided in the Notes to the Financial Statements. During financial year 2023-24, your company has not entered into any contract/ arrangement/transaction with related parties which could be considered âmaterial'' in accordance with its Policy on Materiality of Related Party Transactions. Thus, there are no transactions required to be reported in Form AOC-2.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Corporate Governance & Management Discussion & Analysis is attached to this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. No complaints were received during financial year 2023-24.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

DIRECTORSâ 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 have been followed;

(d) the annual accounts are prepared on a going concern basis;

(e) they have 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.

Mar 31, 2023

Your Directors hereby present their 31^st Annual Report together with the Audited Financial Statements of Modern Dairies Limited for the year ended 31^st March, 2023.

FINANCIALS		Rs. in Lacs
	Year Ended	Year Ended
	31.03.2023	31.03.2022
Net Sales and other Income	2,18,76	2,42,17
Operating Profit	18,09	11,47
Finance Cost	2,58	8
Cash Profit	15,51	11,39
Depreciation & Impairment Loss	3,35	6,44
Profit for the year	12,16	4,95

PERFORMANCE

During this Financial Year the industry witnessed improved demand of Dairy products. The prices of milk started rising after Q1 of F.Y. 2022-23 and remained high throughout the year. The Company''s operating team worked relentlessly which resulted in operating profits of Rs. 18,09 Lacs this year against Rs. 11,47 Lacs previous year.

CURRENT OPERATIONS

With the beginning of the current fiscal year the milk availability has improved and the prices of milk and milk products have also softened. Apart from Fresh Dairy products, the Company has also focused on the milk nutritional ingredients business, which is a growing market segment. The efforts have shown a better performance in the current year''s first quarter with operating profit of Rs. 4,12 Lacs against last year''s first quarter operating profit of Rs. 3,51 Lacs.

This year Monsoon is expected to be good which augers well for the agriculture and dairy sector.

MILK CESS

Supreme Court in 2012. The Hon''ble Supreme Court had granted interim stay upon payment of 50% of milk cess levied and demanded by Govt. of Haryana in favour of the Company. As per demand notice issued by Govt. of Haryana at the year end stand Rs. 455.07 Crore, which includes Milk Cess and interest thereon from the Company. The Company as an abundant caution is providing for the Milk Cess in the accounts. As on 31^st March, 2023, the total Milk Cess provision amount is Rs. 20.12 Crore, out of which Rs. 5.91 Crore has been already deposited as per Hon''ble Supreme Court''s order, The matter is pending before the Hon''ble Supreme Court of India.

PLEDGE OF PROMOTER SHAREHOLDING

STATUS OF COMPANYâS ACCOUNTS WITH LENDERS

The company''s lender Punjab National Bank has revived the old OTS and has extended the time period for repayment of dues. The debt of Edelweiss ARC Ltd. (earlier State Bank of India) has been restructured. The OTS and Restructuring Scheme is under implementation.

QUALITY, FOOD SAFETY & ENVIRONMENT STANDARDS

The Company has always followed the best practices of the industry in respect of Good Management Practices (GMP) and Good Hygienic Pratices (GHP). The Company''s Quality Management System has been certified by DNVGL Netherlands for updated version of ISO 9001, FSSC 22000 and ISO 14001. The facilities are approved and registered with USFDA, Export Inspection Agency, APEDA and HALAL for supply of its products in the domestic and international market. Most of the leading Multinational Food Companies in India have approved our operations as suitable for supplies of company''s products to them.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2023 is Rs. 23,35,89,000/- divided into 2,33,58,900 equity shares of Rs. 10/- each and there was no change in capital structure during the financial year 2022-23.

DIVIDEND

In view of requirements of regular funds for operations, your directors are unable to recommend any dividend for the Financial Year ended on March 31,2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the details of directors and Key Managerial Personnel were as follows:

The Shareholders of the Company approved reappointment of Mr. Krishan Kumar Goyal (DIN: 00482035), who was liable to retire by rotation at the last Annual General Meeting held on 30^th September, 2022.

Mr. Ashwani Kumar Aggarwal (DIN: 00486430), Executive (Whole-Time) Director of the Company was appointed for a period of three consecutive years w.e.f 1^st April, 2020 and is to be further reappointed with effect from 1^st April, 2023 till the conclusion of Annual General Meeting to be held in year 2026 in terms of the provisions of Companies Act, 2013.

The Shareholders of the Company approved reappointment of Mr. Krishan Kumar Goyal in the AGM in the year 2020 for the period of 5 years along with the remuneration as per the provisions of Schedule V of the Companies Act 2013 which was for 3 years. But, keeping in mind the financial constraints suffered by the Company, Mr. Krishan Kumar Goyal had not drawn remuneration in this three years'' period. During this year, the Board considered the approval of remuneration for the remaining two years term in accordance with the provisions of Sections 196, 197, 200 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), subject to the approval of the lenders and shareholders of the Company w.e.f. 1^st April, 2023 for two years as per provisions of the Companies Act, 2013 and Articles of Association of the Company on a remuneration as recommended by the Nomination & Remuneration Committee in their Meeting.

Dr. Sanjay Kaushik, Dr. Meena Sharma and Mr. Ajay Kumar Sharma, who were appointed as Additional Directors of the Company, has been regularized by shareholders at last Annual General Meeting held on 30^th September, 2022 as Non- Executive Independent Directors of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Prof. Satish Kapoor, Dr. Avtar Krishan Vashisht and Dr. Renu Vig were appointed as Independent Directors of the Company and were further re-appointed for their second term which has expired at the last Annual General Meeting held on 30^th September, 2022. Therefore, on completion of the tenure, the above said Directors ceased to be the Independent Directors of Company w.e.f. 30.09.2022. The Board placed on record its appreciation for the valuable contribution and the services rendered by Prof. Satish Kapoor, Dr. Avtar Krishan Vashisht and Dr. Renu Vig during their respective tenure as Director. The Board expressed its gratitude for their valuable guidance during their association with the Company.

In pursuance of Section 152 of the Companies Act, 2013, at-least two-thirds of the Directors (excluding Independent Directors) shall be subject to retirement by rotation. One-third of such Directors must retire from office at each AGM and a retiring director is eligible for re-appointment. Accordingly, Mr. Ashwani Kumar Aggarwal, Executive Director (DIN: 00486430), is liable to retire by rotation at ensuing Annual General Meeting and being eligible, offers himself to be reappointed at this AGM. In view of his considerable experience, Board of Directors recommends his reappointment as Director of Company.

1. Mr. Krishan Kumar Goyal (Chairman and Managing Director)

2. Mr. Ashwani Kumar Aggarwal (Whole time Director)

3. Mr. Mukesh Sehgal (Chief Financial Officer)

4. Ms. Shruti Joshi (Company Secretary)

BOARD MEETINGS

During the financial year 2022-23, 5 (Five) meetings of the Board of Directors were held. The details of the meetings of the Board are furnished in the Corporate Governance Report which is attached to this Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In pursuance of Section 134 (3) (p) of the Companies Act, 2013 read with rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of

Directors carried out the performance evaluation of the Board as a whole, its Committees and individual directors. The evaluation was carried out using individual questionnaires covering composition of Board, conduct as per Company values & beliefs, contribution towards development of strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership etc.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 read with the rules made thereunder and Regulation 25 (8) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, that they meet the criteria of independence as laid out in Subsection (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD DIVERSITY AND REMUNERATION POLICY

Act, 2013. As on 31^st March, 2023 the Board consists of five members out of which two are Executive 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. COMMITTEES OF THE BOARD OF DIRECTORS Your Company has the following three Board Level Committees established by the Board in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

â¢ Audit Committee

â¢ Nomination & remuneration Committee

â¢ Stakeholders Relationship Committee

The details regarding composition, terms of reference, number of meetings held, etc. of the above Committees are included in the Report of Corporate Governance, which forms parts of the Annual Report. There has been no instance where the board has not accepted recommendation of Audit Committee, Nomination & remuneration Committee and Stakeholders Relationship Committee. Further, the provisions of Companies Act mandating constitution of Risk Management Committee is not yet applicable to the Company.

AUDITORS Statutory Auditors

Pursuant to Section 139 and 142 and other applicable provisions of Companies Act, 2013, if any and the rules framed thereunder, M/s. APT & Co. LLP, Chartered Accountants (Registration No. 014621C/N500088) were appointed as Statutory Auditors of Company at 30^th Annual General Meeting for a period of two (2) years to hold office till the conclusion of the Annual General Meeting to be held in the year 2024 at a remuneration mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Cost Auditors

Pursuant to Section 148 and other applicable provisions of Companies Act, 2013, if any and the rules framed thereunder, the Board of Directors have approved the appointment and remuneration of M/s. K.K. Sinha & Associates, Cost Auditors as Cost Auditors of the Company to conduct the cost audit for the year 2023-24 on the recommendations of

the Audit Committee subject to the ratification of the remuneration by the shareholders.

M/s. K.K. Sinha & Associates, Cost Auditors confirmed eligibility to be appointed as Cost Auditors of the Company and expressed his willingness by written consent for appointment for the financial year 20232024.

Secretarial Auditors

The Secretarial Audit Report issued by M/s. Sanger & Associates, Company Secretaries in Form MR-3 for the Financial Year ended 31^st March, 2023 is annexed herewith as âANNEXURE-Aâ to this report.

Further, M/s. Sanger & Associates, Company Secretaries being eligible for re-appointment expressed his willingness to act as Secretarial Auditor of Company for Financial Year 2023-24, the Board of Directors on recommendation of Audit Committee approved the re-appointment of M/s. Sanger & Associates as Secretarial Auditors of the Company for Financial Year 2023-24.

AUDITORâS REPORT Statutory Auditorsâ Report

Auditorâs Qualifications/ Observations

The Company is not eligible to pay director remuneration for non-compliance of conditions prescribed in schedule V of the companies Act, 2013. During the year, the company has given the director

remuneration to Mr. Ashwani Kumar Aggarwal (Executive Director) amounting to Rs. 35,81,520/- (for current quarter Rs.8,95,380/-).

Apart from the managerial remuneration for year ended 31^st March, 2023, as mentioned above the company has paid director remuneration of Rs. 2,50,01,962/- till date without complying the provisions of Schedule V of the Companies Act, 2013.

Managementâs Reply:

The company has paid Managerial Remuneration amounting to Rs.35,81,520/-, to director for which the company is yet to receive approval from the competent authority/agency. Management undertakes that in case the approval is not received from the competent authority/agency, they shall refund the remuneration paid to them by the company. Profitability of the company shall affect to the same extent.

Secretarial Auditorsâ Report

The Secretarial Auditor M/s. Sanger & Associates, Company Secretaries has submitted the Secretarial Audit Report for the Financial Year 2022-23 in Form No. MR-3 and forming part of this Directors, Report annexed as âANNEXURE-Aâ

Secretarial Auditorsâ Qualification in Secretarial Audit Report

1. The Company also not Complied with Section 197 of Companies Act 2013 in respect of remuneration paid to Managerial Personnel of the Company.

2. The Company has generally complied with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except filing of Compliance Certificate for the quarter ended on September 30, 2022 and December 31, 2022 as per BSE Circular No. 20221028-15 dated October 28, 2022. However, the Company has maintained the Structured Digital Database (SDD)as per the requirements of Reg 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 and company has also complied with all the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Managementâs Reply:

The company has paid Managerial Remuneration to director for which the company is yet to receive approval from the competent authority/agency. Management undertakes that in case the approval is not received from the competent authority/agency,

they shall refund the remuneration paid to them by the company. Profitability of the company shall affect to the same extent.

There was delay in filing of the certificates for the quarter ended September 2022 and December 2022.

RISK MANAGEMENT

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

MDL (Modern Dairies Limited) has aligned its current system of internal financial control with the requirement of Companies Act, 2013.

The management assessed the effectiveness of the Company''s internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) as of 31^st March, 2023. The assessment involved selfreview and external audit.

Based on its evaluations (as defined in Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), the Audit Committee has concluded that, as of 31^st March, 2023, the internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurred after 31^st March, 2023 till the date of this report, which may affect the financial position of the Company.

DEPOSITS

TRANSFER TO RESERVES

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3), Section 134 (3)

(a) and Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return in Form No. MGT-9 is annexed as âANNEXURE-Bâ forming part of this report and also available on the website of the Company at www.moderndairies.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CORPORATE SOCIAL RESPONSIBILITY

The provisions regarding Corporate Social Responsibility (âCSRâ) as enumerated under section 135 of the Companies Act 2013 are applicable to the Company for the period under review.

However, the liability to spend at least two per cent of the average net profits of the company made during the three immediately preceding financial years is not applicable on our company for the current financial year, since the company is having average net loss instead of profits during the three immediately preceding financial years.

The Annual Report on CSR activities in the prescribed Form is attached as âAnnexure-Dâ to this report. The CSR Policy is available on the website of the Company at www.moderndairies.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, guarantees and investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 for Financial Year 2022-23 forms part of the notes to the financial statements.

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. Related Party disclosures as per AS-18 have been provided in the Notes to the Financial Statements. During financial year 2022-23, your company has not entered into any contract/ arrangement/transaction with related parties which could be considered âmaterial'' in accordance with its Policy on Materiality of Related Party Transactions. Thus, there are no transactions required to be reported in Form AOC-2.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Corporate Governance & Management Discussion & Analysis is attached to this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. No complaints were received during financial year 2022-23.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

DIRECTORSâ 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 have been followed;

(d) the annual accounts are prepared on a going concern basis;

(e) they have 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.

By order of the Board of Directors For Modern Dairies Limited

Krishan Kumar Goyal Place: Chandigarh Chairman & Managing Director Date: 11^th August, 2023 DIN: 00482035

Mar 31, 2014

Dear Members,

The Directors hereby present their 22nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIALS Rs. in Lacs Year Ended Year Ended 31.03.2014 31.03.2013

Net Sales and other Income 64049 58547

Operating Profit 2114 2676

Finance Cost 1627 1913

Cash Profit 487 763

Depreciation & Amortisation 701 663

Exceptional items (1144) -

Profit before Tax 930 100

Profit/Loss after Tax 944 (103)

PERFORMANCE

During the year under review, the Company achieved Net Sales and Other Income of Rs.640.49 crores against Rs.585.47 crores in the previous year. The Profit after Tax of the Company inclusive of Exceptional Items stood at Rs.9.44 crores as against Loss of Rs.1.03 crores in the previous year. During the year the prices of milk were higher as compared to last year and correspondingly the prices of products also registered an increase in the domestic market. The demand for the dairy products remained stable in the domestic market throughout the year.

CURRENT OPERATIONS

During the quarter ending 30th June, 2014, the Company has achieved Net Sales and other Operating Income of Rs.163.83 crores as against Rs.147.36 crores during the same period last year. The prices of dairy products in the international market have softened. During the first quarter of this year, the Export Sales are Rs.16.15 crores as against Rs.24.28 crores during the same period last year.

Due to weak Monsoon in the beginning, there was concern on the availability of milk this season. As the rainfall has picked up in the later part and the field reports suggest that the availability of milk is expected to be normal during the year. On the sales front, the demand for dairy products continues to be stable.

MILK CESS

As the members are aware that the Company has filed a Special Leave Petition with the Hon''ble Supreme Court 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 Companys depositing 50% of the cess levied and demanded by the Government of Haryana which has been deposited with the Department within the stipulated time.

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, ISO 22000: 2005, HACCP Certification and Food Safety Systems certification i.e. FSSC 22000 : 2011.

DIRECTORS

Mr. Ashok Kumar Gupta was appointed as Nominee Director of Punjab National Bank w.e.f. 10th February, 2014 in place of Mr. R.K. Goyal whose nomination was withdrawn by Punjab National Bank.

Dr. Pradeep Kumar Jain retired as Director (Admn. & Milk Procurement) of the Company upon completion of his term & was relieved w.e.f. 30th July, 2014.

Mr. Satish Kumar Dua was appointed as Nominee Director of Punjab National Bank w.e.f. 11th August, 2014 in place of Mr. Ashok Kumar Gupta whose nomination was withdrawn by Punjab National Bank.

Mr. Ashwani Kumar Aggarwal, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Your Directors propose the appointment of Dr. B.N. Mathur, Prof. Satish Kapoor and Dr. A. K. Vashisht as Independent Directors of the Company for five consecutive years w.e.f. the Annual General Meeting.

The Company has received requisite notices in writing from members proposing Dr. B.N. Mathur, Prof. Satish Kapoor and Dr. A. K. Vashisht for appointment as independent directors.

The Board appointed Mr. Krishan Kumar Goyal as Chairman & Managing Director of the Company for a period of three years w.e.f. 1st April, 2014, subject to the approval of the shareholders in terms of the provisions of Companies Act, 2013.

The Board appointed Mr. Ashwani Kumar Aggarwal as Executive Director of the Company for a period of three years w.e.f. 1st April, 2014, subject to the approval of the shareholders in terms of the provisions of Companies Act, 2013.

The board places on record deep appreciation for able guidance and inputs provided by the retiring directors during their respective tenures.

AUDITORS

M/s. Walker Chandiok & Co LLP, Statutory Auditors of the Company hold office until the conclusion of forthcoming Annual General Meeting and being eligible have offered themselves for appointment as the Company''s Auditors in accordance with the provisions of the Companies Act, 2013.

AUDITOR''S REPORT

All the comments of the Statutory Auditors on the Annual accounts are self explanatory and require no further explanation.

FIXED DEPOSITS

Your Company did not invite or accept any fixed deposit pursuant to provisions of Section 58A of the Companies Act, 1956, during the year.

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 Section 217(2A) of the Companies Act, 1956 read with the Disclosure of Particulars in the Report of Board of Directors Rules, 1988, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, is given in the Annexure ''A'' and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and that there were no material departures.

(ii) The accounting policies selected by them have been applied consistently, and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the Company as on 31st March, 2014 and Profit/Loss of the Company for the year ended 31st March, 2014.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

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: 11th August, 2014 Chairman & Mg. Director

Mar 31, 2013

Dear Members,

The Directors hereby present their 21st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIALS

Rs. in Lacs

Year Ended Year Ended 31.03.2013 31.03.2012

Net Sales and other Income 58547 49403

Operating Profit/(Loss) 2611 275

Interest 1848 1618

Cash Profit/ (Loss) 763 (1343)

Depreciations Amortisation 663 697

Prafit/(Loss) before Tax 100 (2040)

Net(Loss) (103) (1820)

PERFORMANCE

During the year under review, your Company was able to improve its sales performance. Members may recall that the Company''s product Casein was under export ban. The said ban was lifted by the Government w.e.f. 1" May, 2012. This has shown a positive impact on the sales of the Company and the net sales and other income for the year ended 31*'' March, 2013 stood at 7 585.47crores as against 7 494.03 crores previous year. The Company''s export turnover increased to 7102.66 crores as compared to last year''s ofRs. 14.74 crores.

CURRENT OPERATIONS

During the quarter ending 30m June, 2013, the Company has achieved net sales and other operating income of 7 147.36 crores as against 7 122.86 crores during the same period last year.

On the export front, the demand was good and the export sales during the 1st quarter are 7 24.28 crores as against 7 10.84 crores during the same period last year. With the onset of good Monsoon in the Country the milk availability is expected to be good during the year.

MILK CESS

As the members are aware that the Company has filed a Special Leave Petition with the Hon''ble Supreme Court 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 Sept, 2012, directed an interim stay of the High Court judgment and order subject to the Company depositing 50% of the cess levied as demanded by the Government of Haryana. The same has been deposited with the Government.

ALLOTMENT OF OPTIONALLY CONVERTIBLE DEBENTURES (OCDS)

In terms of the rework package, your Company allotted 49,65,30,325 Optionally Convertible Debentures of 7 1 each, in favour of the lenders on 3rd April, 2013.

UPDATE ON BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR)

Your Company has submitted Draft Rehabilitation Scheme (DRS) to PNB being the operating agency and the said DRS is undertheir consideration.

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. FSSC22000:2011.

DIRECTORS

During the year Mr. Mohan Lai Sharma was appointed as BIFR nominee on the Company''s Board w.e.f. 8th February, 2013.

During the year the nomination of Mrs. Kalpana Gupta was withdrawn by Punjab National Bank, accordingly she ceased to be a Director w.e.f. 30*'' May, 2013. Your Directors place on record their high appreciation for the contribution made by Mrs. Kalpana Gupta, Nominee Director during hertenure as Director of the Company.

Punjab National Bank nominated Mr. R. K. Goyal as its nominee on the Company''s board. Accordingly Mr. Goyal was appointed as a Nominee Director on the Board w.e.f. 30* May, 2013.

Prof. Satish Kapoor, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Dr. B. N. Mathur, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

AUDITORS

M/s. Walker Chandiok & Co., Statutory Auditors of the Company hold office until the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Your Directors have appointed M/s. Aggarwal Vimal & Associates as Cost Auditors of the Company for the year 2013-14, to conduct the cost audit subject to the approval of the Central Government.

AUDITORS REPORT

All the comments of the Statutory Auditors on the Annual accounts are self explanatory and require no further explanation.

FIXED DEPOSITS

Your Company did not invite or accept any fixed deposit pursuant to provisions of Section 58A of the Companies Act, 1956, during the year.

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 Section 217(2A) of the Companies Act, 1956 read with the Disclosure of Particulars in the Report of Board of Directors Rules, 1988, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, is given in the Annexure ''A'' and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended 31s'' March, 2013, the applicable accounting standards have been followed and that there were no material departures.

(ii) The accounting policies selected by them have been applied consistently, and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the Company as on 31a March, 2013 and Profit/ Loss of the Company for the year ended 31s'' March, 2013.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their sincere appreciation for the continued support from its Bankers and to all business associates of the Company. For & on behalf of the Board

Place: Chandigarh Krishan Kumar Goyal

Dated: 13thAugust, 2013 Chairman &Mg. Director

Mar 31, 2010

The Directors hereby present their 18th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIALS Rs. in Lacs

Year Ended Year Ended

31.03.2010 31.03.2009

Net Sales and other Income 44684 46108

Operating Profit/(Loss) 1409 (1238)

Interest 1001 1126

Cash Profit/(Loss) 408 (2364)

Depreciation 710 743

(Loss) before Tax (302) (3107)

Net (Loss) (177) (2600)

PERFORMANCE

During the year under review, the net sales and other income isRs.446.84 crores againstRs.461.08 crores in the previous year. The operating profit in the year areRs.14.09 crores as against loss ofRs.12.38 crores last year. The Companys exports areRs.45.83 crores against? 95.26 crores in the previous year. During the year 2009-10, due to the delayed monsoon and deficit rainfall, the milk season started on a poor note. The milk availability was below expectations. Later on, the availability improved but it had an impact on the raw milk prices. The demand for companys products remained firm in the domestic market but the margins remained under pressure as the rise in selling prices was not in proportion to the increase in milk prices.

On the exports front, the market remained difficult. The Global recession that started in the middle of the last fiscal, continued in the year of 2009-10. The first two quarters of the financial year were the worst hit which started recovering in the later part of the year. Due to continued recession impact on demand in the international market, Unit II operations were affected. This resulted into lower exports of nutritional ingredients i.e. acid casein and rennet casein during this year.

Your Company entered into a manufacturing contract with a Food Major for supply of Set Curd (Plain) in their Brand for Delhi Metro and other towns of Punjab and Haryana. The commercial production commenced in November 2009. The product has been well accepted in the market.

CURRENT OPERATIONS

The first half of the current year 2010-11 continued to be difficult. The Company achieved Net sales and other Operating Income of? 193.43 crores as againstRs.159.75 crores during the same period last year. The export sales areRs.24.89 crores as againstRs.11.99 crores during the same period last year. The domestic market products sale remained firm but the export volumes remained much lesser than expected. The exports continued to remain weak due to the unremunerative selling price against the cost of raw milk and the cost of production. Further, the strengthening of Indian Rupee against the US Dollar has also adversely impacted the companys export operations.

Currently, the milk availability has started improving due to the onset of flush season. As the rainfall have been good this year, it is anticipated that the over all availability of milk in the coming flush season shall be better than the previous year.

QUALITY, FOOD SAFETY & ENVIRONMENT STANDARDS

(ISO 9001:2008, ISO 14001:2004 and HACCP Certifications) In its commitment to maintain best of the management practices, your Companys manufacturing facilities were upgraded to the latest version of ISO 9001:2008 from ISO 9001 : 2000 in January 2010. The facilities continue to maintain ISO 14001:2004 and HACCP Certification. In line with the policy for continual improvement in Quality & Food Safety Systems the Company is also certified as ISO 22000:2005 from July 2010 onwards by DNV Netherlands, a leading International Certification Company.

DIRECTORS

Punjab National Bank has appointed Mr. V. Srinivasan as its Nominee on the Companys Board w.e.f 19,hFebruary,2010.

Mr.AmarjitGoyal and Prof. Satish Kapoor, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. Dr. A. K. Vashisht has been appointed as an Additional Director by the Board of Directors in its meeting held on 2nd November, 2010 and as such he holds office till the conclusion of forthcoming Annual General Meeting. A notice under section 257 of the Companies Act, 1956 has been received proposing the name of Dr. A.K. Vashisht as Director, liable to retire by rotation.

AUDITORS

M/s. Walker Chandiok & Co., Statutory Auditors of the Company hold office until the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors have appointed M/s. V. Kumar & Associates as Cost Auditors of the Company for the year 2010-11 to conduct the cost audit and the Company has got approval from the Central Government for the same.

AUDITORS REPORT

All the comments of the Statutory Auditors on the Annual accounts are self explanatory and requires no further explanation.

FIXED DEPOSITS

The outstanding deposits at the end of the fiscal year under review amount toRs.446.01 Lacs (Previous yearRs.340.78 Lacs). There are no overdue deposits.

CORPORATE GOVERNANCE AND 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.

The statement showing particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is enclosed as Annexure A and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, is given in the AnnexureBand forms part of this report.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended 31s1 March, 2010, the applicable accounting standards have been followed and that there were no material departures.

(ii) The accounting policies selected by them have been applied consistently, and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the Company as on 31s March, 2010 and Loss of the Company for the year ended 31 "March, 2010.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their sincere appreciation for the continued support from its Bankers and to all business associates of the Company.

For & on behalf of the Board

Place: Chandigarh Krishan Kumar Goyal

Dated: 2nd November, 2010 Chairman & Mg. Director

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