Annual Report 2013-2014 Board of Directors Shri Deepak Tikku Chairman Shri S. Parthasarathy Shri Dilip Rath IAS (Retd.) MD, NDDB Smt. Shyamala Gopinath Prof. M.S. Sriram Ex Deputy Governor, RBI Visiting Faculty, IIM Bangalore Shri Sangram Chaudhary Shri S. Nagarajan ED, NDDB MD, MDFVPL Shri A.S. Parmar * Shri A.K. Khosla COO, NDDB Dairy Services ED, NDDB Dairy Services (* Since May 2013) Contents Producer Companies 5 Guidelines for Setting Up Milk Producer Companies 8 Setting Up Milk Producer Companies 11 Assistance to Producer Companies 14 Training & Capacity Building 15 Information & Communication Technology 18 Quality Assurance 18 Standard Operating Procedures 19 Productivity Services 21 International Cooperation 23 Accounts 25 Directors’ Report 46 The Staff 48 NDDB Dairy Services, a not-for-profit company under Section 25 of the Companies Act, is a wholly-owned subsidiary of the National Dairy Development Board (NDDB). Annual Report 2013-2014 I 5 Producer Companies Historically, cooperatives in India, with a few exceptions, have evolved as social organisations and as vehicles for carrying out welfare programmes – not as professionallymanaged businesses. State cooperative regulations in India restrict the flexibility and autonomy required by cooperatives to compete in the prevalent market economy. Economic liberalisation opened up Indian markets to competition. Liberalisation and globalisation assumed that competitors are more or less equally endowed with resources, opportunities and skills – but these conditions are often absent in rural India. Therefore producer-owned enterprises provide a powerful countervailing force against any possible exploitation of smallholder producers by investor-owned corporations. A Producer Company combines the institutional and Cooperatives in developed countries ideological strengths of cooperatives – ownership are professionally-managed business limited to users; limited interest on shares; no trading enterprises. Incorporated, they generally of shares; patronage not capital-based – with the operate under laws that also govern companies and corporations, with the flexibility and autonomy available under company law. exception that their ownership features are recognised and respected. Based on the recommendations of the High Powered Committee appointed by the Government of India, the Companies Act 1956 was amended in the year 2002 incorporating Part IX A – which provides for incorporation of Producer Companies. It also provides voluntary conversion of cooperatives which have extended any of its objects to more than one state into Producer Companies. This amendment came into effect from February 2003. A Producer Company combines the institutional and ideological strengths of cooperatives – ownership limited to users; limited interest on shares; no trading of shares; patronage not capital-based – with the flexibility and autonomy available under company law. A Producer Company is a business enterprise registered under provisions of Part IX A of the Companies Act but is run on the basis of principles that are by and large the same as those adopted by the International Cooperative Alliance. 6 I NDDB DAIRY SERVICES Why Producer Companies in the Dairy Sector? About 50% of the milk produced in the country is retained for local consumption. Of the remaining 50% – or the marketable surplus – cooperatives procure about 17% of the milk produced from around 20% of rural milk-producing households in 23% of the country’s villages. Meanwhile, the organised private sector unlike the cooperative sector, barring some exceptions, is rapidly expanding its operations. While the organised private sector will grow, it is important – in the interest of livelihoods and inclusiveness – that cooperatives and producer companies continue to handle at least 50 per cent of the milk procured by the organised sector. About 50% of the milk produced in the country is retained A substantial part of the marketable surplus continues to be handled by traders and for local consumption. Of the remaining 50% – or the vendors. To ensure that consumers get marketable surplus – cooperatives procure about 17% of the good quality milk and milk products milk produced from around 20% of rural milk-producing processed under hygienic conditions, it is necessary that cooperatives continue households in 23% of the country’s villages. There is to be strengthened, and that more therefore a need for many more cooperatives and producer Producer Companies are incorporated and companies. operationalised. Annual Report 2013-2014 I 7 Producer Companies vis-à-vis Cooperatives A Producer Company is a private limited company to which provisions contained in Part IX A of the Companies Act 1956, apply. A Producer Company is a business enterprise run on the basis of ‘Mutual Assistance Principles’ – which are broadly similar to the Cooperative Principles adopted by the International Cooperative Alliance for cooperatives. There are however a few key enabling features in a Producer Company’s legal framework which differentiate it from cooperatives: Producer Company vis-à-vis Cooperatives Producer Company (Act) Cooperative Act Legal framework Central Act, enabling in nature State Act, restrictive in nature Area of operation Not restricted Restricted Shareholders Only user members can hold shares Non-users can also hold shares Voting rights One member, one vote. Members of Producer Company having only Producer Institutions as its members shall have patronage-based voting rights. One member, one vote Audit Regular audit by a Chartered Accountant as per provisions of the Companies Act Audit by the Cooperative Audit Department, or in some states, by an auditor from a panel of auditors approved by Government Producer Company vis-à-vis Other Companies Even though a Producer Company is a private limited company, there are certain distinct features which differentiate it from other companies: Producer Company vis-à-vis Other Companies Producer Company Other Companies Only producers can be members/shareholders Anyone can be a shareholder Owned by user members Owned by investors One member, one vote or patronage-based voting Voting rights based on shareholding No trading of shares is permitted. However transfer of shares among members is permitted. Trading of shares is permitted Limited dividend No limit on dividend Patronage-based returns Capital-based returns 8 I NDDB DAIRY SERVICES Guidelines for Setting Up Milk Producer Companies NDDB Dairy Services (NDS) has readied a handbook for individuals or organisations who wish to assist milk producers in setting up a Milk Producer Company (MPC). The handbook, drawing on the expertise and experience of NDS staff, details the various processes involved in setting up an MPC – namely, Pre-Incorporation, Incorporation, and Post-Incorporation of the Company. 1 2 Pre-Incorporation Incorporation • Identification of potential location • Preparation of Business Plan • Pre-launch consultations with stakeholders • Identification of first subscribers • Orientation of first subscribers • Documentation of first subscribers and Directors • Applying for name for Milk Producer Company • Preparation of MoA and AoA • Submission of application for incorporation along with fee 3 Post-Incorporation • • • • • • • First Board Meeting Member enrolment Fulfilling statutory requirements Engaging manpower First Annual General Meeting Commencing business operations Capacity building Annual Report 2013-2014 I 9 Identification & Orientation of First Subscribers of a Milk Producer Company Identification of First Subscribers • Identification of potential milk producers • Are supportive of the concept of a Producer Company • Agree to the concept of ‘share capital contribution by producer members’ • Validation and screening, based on educational qualifications and social profile • Are good listeners • Can communicate his/her ideas in a coherent manner • Willing to take initiative • Can read and write Identification of Potential Milk Producers Personal interviews with the shortlisted potential milk producers to assess their interest in taking initiative in forming a Milk Producer Company Assessing Interest of First Subscribers Incorporation & Operationalisation of a Milk Producer Company rs c r ib e s ers and Identification of F ir s c ri b F ir s b f u tD o tS s n ir e r c e u r d C i o o m pa n F lk Pr ct o i t io f M y a o e c h rs t n f o io n o i g tat at etin or Me rp d in g f or M e m b ers h i ar ra in pD T Bo ff ri v a t t n D e r S ive e nrolm E ld er b m u al G e n er al Ann M ri st st Me g Operationalisation of the MPC tin 7. ee F 6. 5. Fi e Fir 4. 3. In co ie n Or 2. 1. I de nt ifi bs t Su Annual Report 2013-2014 I 11 Setting Up Milk Producer Companies NDDB Dairy Services is assisting producers in some states to establish Milk Producer Companies. While Producer Companies have been incorporated and operationalised in Rajasthan and Gujarat, work is in progress in Andhra Pradesh, Punjab and Uttar Pradesh. Preliminary work for setting up a Producer Company has also been initiated in the backward regions of Maharashtra, namely, Vidarbha and Marathwada, following the signing of an MoU between NDDB and the Government of Maharashtra. Two Milk Producer Companies Show the Way Paayas MPC in Rajasthan and Maahi in Gujarat were both incorporated in mid-2012 with the active guidance of NDDB Dairy Services. By 2013-14, Paayas was on an average procuring about 3.25 lakh kg of milk a day, its turnover touching about Rs.450 crores with a profit of about Rs.1.75 crores. In the same year, the Maahi MPC on an average procured about 6.0 lakh kg of milk a day and achieved a turnover of about Rs.900 crores with a profit of around Rs.3.0 crores. The frontrunners have clearly proved their ability and viability. Paayas Milk Producer Company Maahi Milk Producer Company 12 I NDDB DAIRY SERVICES Paayas Milk Producer Company As on 31st March 2014, about 39,000 members contributed a share capital of about Rs.9 crores to their Producer Company. The milch animal-holding profile of the members is: Number of Milch Animals Owned Members % 1 10% 2 to 3 42% 4 to 6 31% 7 to 10 13% Above 10 4% 39,000 members contributed a share capital of about Rs.9 crores The distribution of members across different classes of shareholding is: Class Annual Milk Quantity (in lt) Members % A >= 6,000 11% B >= 2,000 to <6,000 19% C 500 to <2,000 70% Paayas MPC markets polypack milk and ghee besides making bulk supplies to institutions. It makes available With a turnover of Rs.450 crores, Paayas MPC on an average procured about 3.25 lakh kg of milk per day cattle feed under the brand name ‘Mudrika’ and area-specific mineral mixture to its producer members. Annual Report 2013-2014 I 13 Maahi Milk Producer Company As on 31st March 2014, about 71,000 members contributed a share capital of about Rs.23 crores to their Producer Company. The milch animal-holding profile of the members is: Number of Milch Animals Owned Members % 1 14% 2 to 3 50% 4 to 6 23% 7 to 10 7% Above 10 6% 71,000 members contributed a share capital of about Rs.23 crores The distribution of members across different classes of shareholding is: Class Annual Milk Quantity (in lt) Members % A >= 6000 10% B >= 2000 to <6000 32% C 500 to <2000 58% Maahi MPC markets polypack milk, ghee, curd and buttermilk With a turnover of Rs.900 crores, Maahi MPC on an average procured about 6.0 lakh kg of milk per day besides making bulk supplies to institutions. It makes available cattle feed under the brand name ‘Rajdan’ and area-specific mineral mixture to its producer members. 14 I NDDB DAIRY SERVICES Assistance to Producer Companies The professional team at NDDB Dairy Services assisted the Producer Companies in Training & Capacity Building, Information & Communication Technology, Quality Assurance, and developing Standard Operating Procedures (SOPs). Annual Report 2013-2014 I 15 Training & Capacity Building Key to the success of any business venture are the people responsible for its governance and the professionals who manage the day-to-day business. A Producer Company has a range of stakeholders who require orientation or training: Board Members and Senior Professionals A business orientation programme for the Board of Directors was organised at Maahi and Paayas Milk Producer Companies (MPCs), followed by a two-day interface workshop for both Board members and senior professionals. The workshop enabled participants to re-visit the company’s Values, Vision and Mission, and re-look at the priority areas of the company. Further, the workshop focussed on providing clarity with regard to the roles and responsibilities of the Board members and that of the Chief Executive. Producer Members Education programmes for MPC members were conducted through organisations (including NGOs), located at the regional level. NDS has designed modules on producer awareness, women awareness, and clean milk production. The organisations have been trained to take these education programmes to milk producers, in their respective languages. Strengthening Member Relations The MPCs have created informal groups for members at two levels. One, at the milk route level (or a Bulk Milk Cooling Centre level) for every 10 to 12 villages called the ‘Member Relations Group’; second, at the village Milk Pooling Point level, called the ‘Village Contact Group’. Such informal groups help strengthen the relationship and bonding between the members and their company, and promote an effective two-way communication. These groups also provide members the opportunity for speedy redressal of problems by their company. 16 I NDDB DAIRY SERVICES Skills Development Various orientation programmes were organised for field personnel of Maahi and Paayas Milk Producer Companies to enable them appreciate their role in making the companies strong, member-owned, producer-centric, and inclusive. The topics covered included the rationale of the formation of an MPC, its salient features and benefits of being a member, importance of dairying in India and importance of institution building. Various training modules were developed for Village Contact Groups/Member Relations Groups, Sahayaks, Milk Chilling Centre staff, rural youth, rural schoolchildren, and others. With a view to Trainer’s Training for the Producer Institution-building team. Sahayak Training Programme. Rural Youth Programme. develop the capacity of identified trainers in the Milk Producer Companies to take up such programmes on a regular basis, the NDS team also conducted training programmes and field demos for these trainers. NDS also conducted programmes on skill and competency development for MPC staff, covering subjects such as team-building, communications, motivation, and leadership. Training in Quality Assurance formed an important part of the programme, not only for QA officers and Programme for rural schoolchildren. assistants but also facilitators and area officers. Annual Report 2013-2014 I 17 Extension & Communication NDDB Dairy Services has also developed and supplied communication materials like awareness posters, information booklets, pamphlets and video manuals on various themes to MPCs for use in their training programmes and extension activities. 18 I NDDB DAIRY SERVICES Information & Communication Technology To ensure timely, secure and seamless flow of requisite data, NDS assisted the Milk Producer Companies to formulate and implement their information and communication strategies. NDS supported the Producer Companies in establishing and training their staff in IT-related infrastructure and software application for various systems such as: • Centralised Milk Procurement Data for milk procured at village pooling points/ chilling centres; • KYP (Know Your Producer); • Quality Assurance at milk chilling centres; • Financial Management; • Sales Management; and • Asset Maintenance at village pooling points/chilling centres. Quality Assurance To ensure that the Producer Companies meet the standards laid down by the Food Safety and Standards Authority of India (FSSAI), it is important that they put in place quality and food safety systems. NDS assisted the Producer Companies in developing and implementing quality and food safety systems. NDS has also developed training modules for use of the staff of the Producer Companies in implementation of the Quality Assurance systems, some of which are: •Clean Milk Production; •Hygiene and sanitation at village milk pooling points and chilling centres; •Testing for milk quality parameters at the chilling centres; •Regulatory compliance; •E-quality MIS reporting; and •Processing facility assessment prior to commissioning. Annual Report 2013-2014 I 19 Standard Operating Procedures For clarity and consistency in how to ensure best practices in various applications especially repetitive ones, Standard Operating Procedures (SOPs) play an important role. NDS assisted the Producer Companies in implementation of SOPs that it has developed. Some of these are: • Activities to be undertaken prior to commencement of milk procurement; • Milk handling, quality testing, data management, dispatch at village pooling points and chilling centres; • Ration balancing programme; • AI delivery system; • Member enrolment; and • Milk transport system. NDS has also assisted the Producer Companies in conducting an audit of the various operations, so as to check compliance/non-compliance with SOPs, and to take corrective action if required. SOPs for AI Delivery System 1 On-call AI service through trained technician 6 Calf birth 2 Ear tagging & animal registration All transactions captured directly in INAPH (Information Network for Animal Productivity & Health) application by AI technician 5 3 Pregnancy diagnosis 4 Post-AI advice Doorstep AI delivery following SOPs using superior genetics Annual Report 2013-2014 I 21 Productivity Services Enhancing Semen Production Increasing the productivity of our milch animals to meet rapidly growing demand requires a special thrust to genetic improvement of our animals, and feeding them balanced rations. Genetic improvement can be achieved through the use of quality semen from bulls of high genetic merit and increased coverage of milch animals by Artificial Insemination (AI). NDDB Dairy Services currently manages the two largest semen stations in the country – Sabarmati Ashram Gaushala in Bidaj (Gujarat), and the Animal Breeding Centre in Salon, Rae Bareli (UP), which together produced over 18 million Frozen Semen Doses (FSDs) in 2013-14. Both semen stations have world-class facilities where semen produced is processed, stored and supplied. Sabarmati Ashram Gaushala, Bidaj Producing 11.9 million semen doses in 2013-14, the Sabarmati Ashram Gaushala maintained its top position in the country. The sale of semen touched 12.5 million doses, attaining a growth of 11% over the previous year. Animal Breeding Centre, Salon The Animal Breeding Centre (ABC) is the second largest semen-producing station in the country. In 2013-14, it produced 6.5 million semen doses and sold 6.6 million doses, an Sabarmati Ashram Gaushala, Bidaj 11% increase over the previous year. New Semen Stations NDDB Dairy Services has initiated work on setting up two new semen stations in Tamil Nadu and Maharashtra, each with a capacity to produce about 10 million FSDs annually. NDDB Dairy Services will also be setting up a semen station in Odisha State. Land has already been allotted by the State Government and the MOU is expected to be signed shortly. Animal Breeding Centre, Salon 22 I NDDB DAIRY SERVICES AI Delivery Services Artificial Insemination ensures a more rapid pace for the genetic improvement of the bovine population. NDS supports Producer Companies and coops in providing AI services to farmers at their doorstep. NDS facilitated training of 300 AI technicians to provide AI services to producers of the Paayas and Maahi Milk Producer Companies. Further, NDS signed an MoU with the West Assam Milk Union to provide technical and management support in implementing a World Bank-funded AI project in six districts of Assam. Ration Balancing Breed-improvement programmes need to be supported by feeding milch animals a balanced diet to enable them produce milk commensurate with their genetic potential. Normally, the diet comprises locally-available feed, grasses and crop residues – often leading to imbalanced feeding with protein, energy, mineral and vitamins being either in excess or deficient. This impacts the milk yield and the cost of milk production. NDDB has developed a Ration Balancing Programme to balance the diet of milch animals for different milk production levels, using a simple software with linear programming. Its use will result in optimising the cost of milk production and producers’ income on a sustainable basis. NDS has facilitated the training of about 300 Local Resource Persons from villages to advise small producers on ration balancing. Annual Report 2013-2014 I 23 International Cooperation Visitors from CARE, Bangladesh... A seven-member team from CARE-Bangladesh visited the Maahi Milk Producer Company to observe the infrastructure facilities for milk collection, weighing, testing and data recording at the village level. They also discussed the process of incorporation and operationalisation of the company. ...& from Land O’ Lakes, USA The participants of a workshop on Cooperative Development organised by the Institute of Rural Management Anand (IRMA) and Land O’ Lakes, USA, visited Maahi in Gujarat to share information on best practices, and operationalisation of a milk producer company as an innovative example of a producer-owned enterprise in India. Exposure to US Coops A team of senior executives from NDDB Dairy Services, NDDB, and Milk Producer Companies participated in the 2013 Graduate Institute of Cooperative Leadership Conference at the University of Missouri, conducted by Prof. Michael Cook, a renowned expert on cooperatives. The team also visited cooperatives and institutions in USA – Land O’ Lakes and Dairy Farmers of America. Annual Report 2013-2014 I 25 Deloitte Haskins & Sells Chartered Accountants 7th Floor, Building 10, Tower B DLF Cyber City Complex DLF City Phase-ll Gurgaon - 122 002, Haryana India Tel 3+ 91 (124) 679 2000 Fax I + 91 (I24) 679 2012 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF NDDB Dairy Services Report on the Financial Statements We have audited the accompanying financials statements of NDDB Dairy Services (‘the Company’) which comprise the Balance Sheet as at 31 March, 2014, the Income and Expenditure Account and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility on the Financial Statements The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (“the Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal controls relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 26 I NDDB DAIRY SERVICES Deloitte Haskins & Sells Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; (b) in the case of the Income and Expenditure Account , of the Excess of Income over Expenditure of the Company for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As the Company is registered under section 25 of the Act, it is not required to enclose a statement on the matters specified in paragraphs 4 and 5 of the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956. 2. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books (c) The Balance Sheet, the Income and Expenditure Account, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the Balance Sheet, the Income and Expenditure Account, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act. (e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act. For DELOITTE HASKINS & SELLS Chartered Accountants (Firm Registration No. O15125N) Jitendra Agarwal Partner GURGAON, 20 May, 2014 (Membership No. 87104) Annual Report 2013-2014 I 27 NDDB Dairy Services B alan c e S heet as at 3 1 M ar c h , 2 0 1 4 Particulars Note No. As at 31 March, 2014 Rupees As at 31 March, 2013 Rupees I EQUITY AND LIABILITIES 1 Shareholder’s funds (a) Share capital (b) Reserves and surplus 3 4 2,000,000,000 29,553,940 2,029,553,940 2,000,000,000 10,943,091 20,10,943,091 (a) Long-term borrowings (b) Long-term provisions 5 6 123,710,000 5,967,300 129,677,300 3,610,268 3,610,268 3 Current liabilities (a) Trade payables (b) Other current liabilities (c) Short-term provisions 7 8 9 14,500,717 83,027,053 576,123 98,103,893 2,257,335,133 12,118,946 20,477,296 221,538 32,817,780 2,047,371,139 10,844,950 1,953,206 62,387,807 155,840,788 231,026,751 5,732,804 1,442,291 44,636,307 51,811,402 2,007,057,573 2,061,283 17,189,526 2,026,308,382 1,929,362,549 2,053,437 30,263,164 33,880,587 1,995,559,737 2,257,335,133 2,047,371,139 2 Non-current liabilities Total II ASSETS 1 Non-current assets (a) Fixed Assets i. Tangible assets ii. Intangible assets iii. Capital work-in-progress (b) Long-term loans and advances 11 2 Current assets (a) Cash and bank balances (b) Short-term loans and advances (c) Other current assets (d) Assets held for sale 12 13 14 15 10 Total See accompanying notes forming part of the financial statements In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants For and on behalf of the Board of Directors Jitendra Agarwal Deepak Tikku Ajit Singh Parmar Partner Chairman Chief Operating Officer & Director Place: Gurgaon Date: May 20, 2014 K.S. Mehta Tapash Chakravarty Head Legal & Company Secretary Practice Head Finance & Accounts Place: New Delhi Date: May 20, 2014 28 I NDDB DAIRY SERVICES NDDB Dairy Services I n c ome & E x penditure A c c ount f or the y ear ended 3 1 M ar c h , 2 0 1 4 Particulars Note No. 1. Other Income For the Year ended 31 March, 2014 For the Year ended 31 March, 2013 Rupees Rupees 185,304,911 189,426,182 185,304,911 189,426,182 16 2. Total revenue 3. Expenses a) Employee benefit expense 17 74,359,629 57,388,592 b) Depreciation and amortisation expense 10 1,926,746 4,954,200 c) Other expense 18 90,407,687 105,535,218 166,694,062 167,878,010 18,610,849 21,548,172 - - 18,610,849 21,548,172 a) Basic 0.09 0.11 b) Diluted 0.09 0.11 Total Expenses 4. Excess of income over expenditure Before tax (2-3) 5. Tax expense: a) Current tax expense 6. Excess of income over expenditure (4-5) 7. Surplus per equity share: (Face value - Rs. 10 per share) 19 See accompanying notes forming part of the financial statements In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants For and on behalf of the Board of Directors Jitendra Agarwal Deepak Tikku Partner Chairman Place: Gurgaon Date: May 20, 2014 K.S. Mehta Head Legal & Company Secretary Place: New Delhi Date: May 20, 2014 Ajit Singh Parmar Chief Operating Officer & Director Tapash Chakravarty Practice Head Finance & Accounts Annual Report 2013-2014 I 29 NDDB Dairy Services Cash Flo w S tatement f or the y ear ended 3 1 M ar c h , 2 0 1 4 For the Year ended 31 March, 2014 For the Year ended 31 March, 2013 Rupees Rupees 18,610,849 21,548,172 A. CASH FLOW FROM OPERATING ACTIVITIES Net surplus before tax Adjustments for: Depreciation and amortisation expense Interest income Provision for employee benefits Loss/(Profit) on sale of fixed assets (net) 1,926,746 4,954,200 (185,291,969) (187,404,563) 2,711,617 575,545 (12,942) Operating surplus/(deficit) before working capital changes - (162,055,699) (160,326,646) Short term loans and advances (7,845) (477,819) Long term loans and advances (2,500) Changes in working capital: Adjustment for (increase)/decrease in operating assets: - Adjustment for increase/(decrease) in operating liabilities: Trade payables Other current liabilities Cash generated from/(used in) operations Net Income tax (paid)/ refund (net) Net cash flow from/(used in) operating activities [A] 2,381,771 3,735,291 35,289,528 (88,096,674) (124,394,745) (245,165,848) (12,862,288) (18,848,433) (137,257,033) (264,014,281) B. CASH FLOW FROM INVESTING ACTIVITIES Bank deposits not considered as cash and cash equivalents Capital expenditure on fixed assets including capital advances Proceeds from sales of fixed assets 40,892,694 (2,420,007) 33,972,859 Interest received Net cash from/(used in) investing activities (78,715,670) (141,096,409) - 198,365,607 180,847,257 [B] 12,526,387 219,319,944 123,710,000 - [C] 123,710,000 - C. CASH FLOW FROM FINANCING ACTIVITIES Proceedings of long-term borrowings Net cash from/(used in) financing activities Net increase /(decrease) in cash and cash equivalents [A+B+C] Cash and Cash equivalents in the beginning of the year Cash and Cash equivalents at the end of the year (1,020,646) (44,694,337) 28,317,092 73,011,429 27,296,446 28,317,092 30 I NDDB DAIRY SERVICES For the Year ended 31 March , 2014 For the Year ended 31 March, 2013 Rupees Rupees Components of Cash and Cash equivalents a) Cheques in Hand - 600,000 b) Balances with scheduled banks: - In current accounts - In deposit accounts (maturity less than 3 months) Cash and Cash equivalents as per Cash Flow Statement 4,296,446 17,217,092 23,000,000 10,500,000 27,296,446 28,317,092 1,979,200,000 1,900,642,551 561,127 402,906 2,007,057,573 1,929,362,549 c) Other Bank balances - In deposit accounts (maturity more than three months) - Deposits under lien Cash and bank balances as per Balance Sheet Note: 1 The cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard-3 on Cash flow Statement prescribed by the Companies (Accounting Standards) Rules, 2006. In terms of our report attached For Deloitte Haskins & Sells Chartered Accountants For and on behalf of the Board of Directors Jitendra Agarwal Deepak Tikku Partner Chairman Ajit Singh Parmar Chief Operating Officer & Director Place: Gurgaon Date: May 20, 2014 K.S. Mehta Head Legal & Company Secretary Tapash Chakravarty Practice Head Finance & Accounts Place: New Delhi Date: May 20, 2014 Annual Report 2013-2014 I 31 N otes f ormin g part o f the f inan c ial statements 1. Corporate Information NDDB Dairy Services (‘the Company’) was incorporated on 12 October, 2009 as a wholly owned subsidiary of National Dairy Development Board (NDDB), a body corporate formed under the National Dairy Development Act, 1987. Thereafter, the Company obtained license under Section 25 of the Companies Act, 1956 on 10 March, 2010. The Company has been set up to promote operations related to enhancement of livestock production and productivity, to promote cooperative strategy by carrying out facilities relating to milk procurement, processing, transportation, marketing and quality assurance by itself and through dairy and other cooperatives, producer companies (new generation cooperatives) and other entities by providing technical, managerial and financial support. 2. Significant Accounting Policies The significant accounting policies are as follows: a. Basis of accounting The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (“the 1956 Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 (“the 2013 Act”) in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs) and the relevant provisions of the 1956 Act/2013 Act, as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. b. Use of estimates The preparation of financial statements in conformity with Indian GAAP requires management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the period in which results are known/ materialize. c. Cash and cash equivalents (for purposes of Cash Flow Statement) Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. d. Cash flow statement Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information. e. Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliable measured and there is no material uncertainty as to its ultimate recovery. Revenue from services are recognized when services are rendered and related costs are incurred. Interest on Investments/deposits and Income from rent and hire charges is recognized on accrual basis. f. Fixed Assets Fixed assets are stated at cost of acquisition or construction less accumulated depreciation and impairment losses, if any. All costs related to the acquisition and installation of fixed assets are capitalized and includes interest on borrowings attributable to construction or acquisition of fixed assets, up to the date the asset is ready for its intended use. The cost of fixed assets includes other incidental expenses incurred up to the date the asset is ready for use. Capital work in progress - Projects under which tangible fixed assets are not yet ready for their intended use are carried at cost, comprising direct cost, related incidental expenses and attributable interest. 32 I NDDB DAIRY SERVICES g. Depreciation Depreciation is provided on straight line method at the rates specified in Schedule XIV to the Companies Act 1956 or based on the useful life of the assets. Whichever is higher. The depreciation rates used are as follows: Description Depreciation per annum (%) Plant and Machinery Office equipment 9.50 4.75 Computers 20.00 Software 16.21 Furniture and Fixtures 10.00 Mobile Phones 33.33 Trademarks 25.00 Vehicles 9.50 Depreciation is provided pro-rata from the date of addition. All assets costing Rs. 5,000 or less individually are fully depreciated in the year of acquisition. h. Employee Benefits Employee benefits include provident fund, gratuity and compensated absences. Employee benefits are accrued in accordance with Accounting Standard — 15 (Revised) “Employee Benefits” i. Defined-contribution plans The Company’s contributions to provident fund are considered as defined contribution plan. The Company’s contribution to the Employee’s Provident Fund is deposited with the Regional Provident Fund Commissioner (RPFC). These are charged to the Income and Expenditure Account, when the contribution to RPFC is due. ii. Defined Benefit Plans Gratuity is considered as defined benefit plan. Gratuity is provided based on actuarial valuation carried out at the balance sheet date. The incremental liability based on an actuarial valuation as per the ‘Projected Unit Credit’ method, as at the reporting date, is charged to the Income and Expenditure Account. Actuarial gains and losses are recognized in the Income and Expenditure Account. iii. Short Term Employee benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the services. iv. Long Term Employee benefits Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are valued and provided on the basis of actuarial valuation. i. Foreign currency transactions and translations Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Monetary items denominated in foreign currency and outstanding at the balance sheet date are translated at the exchange rate ruling on that date. Exchange differences arising on translation of monetary assets and liabilities and realised gains and losses on settlement of foreign currency transactions are recognised in the Income and Expenditure Account. j. Earnings per share The Company reports basic and diluted surplus per share in accordance with Accounting Standard 20 on ‘Earnings per Share’ prescribed by the Companies (Accounting Standards) Rules, 2006. Basic surplus per share are computed by dividing the Excess of Income over Expenditure for the year by weighted average number of equity shares outstanding during the year. Diluted surplus per share is computed by dividing the Excess of Income over Expenditure for the year by the weighted average number of equity shares outstanding during the year as adjusted to the effects of all dilutive potential equity shares, except where results are anti dilutive. Annual Report 2013-2014 I 33 k. Taxes on Income Income tax comprises current tax and deferred tax. Current tax is the amount expected to be paid for the year as determined in accordance with the provisions of Income Tax Act, 1961. Deferred tax assets and liabilities are recognized for future tax consequences of timing differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods, subject to the consideration of prudence. Deferred tax assets and liabilities are measured using the tax rate enacted or substantively enacted by the balance sheet date. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognized only if there is virtual certainty that there will be sufficient future taxable income available to realize such assets. Tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legal enforceable right for such set off. l. Impairment At each balance sheet date, the Company reviews the carrying amount of its fixed assets to determine whether there is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an assets net selling price and value in use. In assessing value in use the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-discount rate that reflects the current market assessments of time value of money and the risks specific to the asset. Reversal of impairment loss is recognized as income in the Income and Expenditure Account. m. Borrowing costs Borrowing costs include interest and amortisation of ancillary costs incurred. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted. n. Material Events Material events occurring after the Balance Sheet date are taken into cognizance. o. Provisions and Contingent Liabilities: A provision is recognized when there is a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent Assets are neither recognized nor disclosed in the financial statements. Contingent liabilities are disclosed by way of notes. p. Operating cycle Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current. 34 I NDDB DAIRY SERVICES N otes f ormin g part o f the f inan c ial S tatements Particulars As at March 31, 2014 As at March 31, 2013 Number of Shares Amount Rupees Number of Shares Amount Rupees Authorised share capital Equity Shares of Rs. 10 each 200,000,000 2,000,000,000 200,000,000 2,000,000,000 Issued, Subscribed and Paid up capital Equity Shares of Rs. 10 each fully paid up 200,000,000 2,000,000,000 200,000,000 2,000,000,000 Note No. 3 - Share Capital (i) Reconciliation of number of shares and amount outstanding at the beginning and at the end of the year: Particulars Shares outstanding at the beginning of the year Shares issued during the year Shares outstanding at the end of the year As at March 31, 2014 As at March 31, 2013 Number of Shares Amount Rupees Number of Shares Amount Rupees 200,000,000 2,000,000,000 200,000,000 2,000,000,000 - - - - 200,000,000 2,000,000,000 200,000,000 2,000,000,000 (ii) Rights, preferences and restrictions attached to shares The Company has issued one class of equity shares having face value of Rs. 10 each. Each shareholder is entitled to one vote per share. As per the license issued by Ministry of Corporate Affairs under Section 25 of Companies Act, 1956, no portion of income derived shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise by way of profit, to person who at any time are or have been members of the company. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts. in proportion to their shareholding (iii) Shares held by holding company, ultimate holding company, their subsidiaries and associates Particulars National Dairy Development Board, the Holding entity and its nominees As at March 31, 2014 As at March 31, 2013 Number of Shares Amount Rupees Number of Shares Amount Rupees 200,000,000 2,000,000,000 200,000,000 2,000,000,000 200,000,000 2,000,000,000 200,000,000 2,000,000,000 (iv) Shareholders holding more than 5 percent shares: Particulars National Dairy Development Board and its nominees As at March 31, 2014 As at March 31, 2013 Number of Shares held % of Holding Number of Shares held % of Holding 200,000,000 100 200,000,000 100 Annual Report 2013-2014 I 35 N otes f ormin g part o f the f inan c ial S tatements Particulars As at 31 March, 2014 As at 31 March, 2013 Rupees Rupees (i) Opening balance 10,943,091 (10,605,081) (ii) Add: Surplus for the year 18,610,849 21,548,172 29,553,940 10,943,091 123,710,000 - 123,710,000 - Note No. 4 - Reserves and Surplus a. Surplus/ (Deficit) in Income and Expenditure Account Note No. 5 - Long-term borrowings Secured a. Term loan from holding entity Notes: (i) Term loan from National Dairy Development Board (NDDB) is obtained for the purpose of setting up a large frozen semen station at Alamadhi, Tamil Nadu. Term loan is secured against first charge on all movable assets present and future created under semen station i.e. machinery, inventories, spares, tools and accessories. (ii) Interest and terms of repayment: Total Loans sanctioned is Rs. 773,692,000/- Loans Disbursed till March 31, 2014 is Rs. 123,710,000/- Term loan from NDDB is free of interest. However, any income earned on unutilised balance of loan is to be repaid to NDDB. Term loan is to be repaid in the period of 10 years in 16 equal half yearly instalments after the end of the initial moratorium period of 2 years from the date of sanction on 3 January, 2014. Note No. 6 - Long-term provisions a. Provisions for employee benefits (i) For compensated absences 3,543,971 2,633,670 (ii) For gratuity 2,423,329 976,598 5,967,300 3,610,268 36 I NDDB DAIRY SERVICES N otes f ormin g part o f the f inan c ial S tatements Particulars As at 31 March, 2014 As at 31 March, 2013 Rupees Rupees 14,500,717 12,118,946 14,500,717 12,118,946 27,610,357 350,128 Note No: 7 - Trade payables a. Trade Payables (Other than acceptances) (Refer Note 21) Note No. 8 - Other Current Liabilities a. Payables on purchase of fixed assets b. Earnest money deposit c. Statutory dues d. Security deposits received e. Due to related parties ( Refer note 25) - 650,000 4,365,942 2,217,645 55,000 55,000 50,995,754 17,204,523 83,027,053 20,477,296 576,123 221,538 576,123 221,538 Note No. 9 - Short-term Provisions a. Provisions for employee benefits (i) For compensated absences 274,905 4,954,200 1,565,759 360,987 1,926,746 -On Intangible Assets 4,679,295 Year ended 31 March, 2013 -On Tangible Assets Depreciation and amortisation expense Year ended 31 March, 2014 838,107 1,442,291 363,486 274,905 88,581 1,805,776 - 879,088 926,688 Particulars 1,442,291 1,953,206 724,473 - 360,987 363,486 2,677,679 - 871,903 1,805,776 Total (Previous Year) 1,442,291 1,938,772 724,107 - 360,621 363,486 2,662,879 - - 14,434 366 - 366 857,103 14,800 - 14,800 1,805,776 - b. Software a. Trademarks Intangible Assets - 42,603,018 5,732,804 1,677,326 5,449,147 4,679,295 2,447,178 7,410,130 39,329,733 1,689,667 45,050,196 (Previous Year) 5,732,804 10,884,950 3,215,522 27,563 1,565,759 1,677,326 14,060,472 106,893 6,757,235 7,410,130 Total 2,292,251 2,517,418 1,934,469 12,416 745,002 1,201,883 4,451,887 26,607 984,360 3,494,134 d. Computers 2,255,515 2,549,019 655,812 366,489 293,504 4,452,804 c. Office Equipment 1,036,101 925,351 3,796,992 240,441 4,181 - 110,750 129,691 1,165,792 - 1,973,105 1,165,792 b. Vehicles - As at 31 March, 2013 69,320 As at 31 March, 2014 148,937 As at 31 March, 2014 3,605,189 On sales/ disposal 384,800 For the year 10,966 As at 1 April, 2013 343,518 As at 31 March, 2014 52,248 3,799,770 a. Furniture and Fixtures Sales Net Block 3,989,989 Additions Accumulated Depreciation Amount in Rupees 10,966 As at 1 April, 2013 Gross Block 201,185 Tangible Assets (Owned) Particulars Note No. 10 – Fixed Assets Refer Note 2(g) N otes f ormin g part o f the f inan c ial S tatements Annual Report 2013-2014 I 37 38 I NDDB DAIRY SERVICES N otes f ormin g part o f the f inan c ial S tatements Particulars As at 31 March, 2014 As at 31 March, 2013 Rupees Rupees (i) Secured, considered good 82,720,000 - (ii) Unsecured, considered good 15,619,693 - Note No. 11 - Long-term loans and advances a. Capital advances b. Security deposits (Unsecured, considered good) c. Advance income tax (net of provisions Rs. Nil) (Unsecured, considered good) 37,500 35,000 57,463,595 44,601,307 155,840,788 44,636,307 Note No: 12 - Cash and bank balances a. Cash and cash equivalents (i) Cheques in Hand - 600,000 (ii) Balances with banks - In current accounts - In deposit accounts (Original maturity less than 3 months) 4,296,446 17,217,092 23,000,000 10,500,000 27,296,446 28,317,092 1,979,200,000 1,900,642,551 561,127 402,906 2,007,057,573 1,929,362,549 27,296,446 28,317,092 b. Other bank balances (i) In deposit accounts (Original maturity more than 3 months) (ii) Balances held as margin money Of the above, balances that meet the definition of cash and cash equivalents as per Accounting Standard 3 Cash Flow Statement Notes: (i) Balances with banks include deposits amounting to Rs. 1,425,650,602 (previous year Rs. 1,901,038,151) which have an original maturity of more than 12 months. (ii) Balances with banks include deposits amounting to Rs. 575,650,602 (previous year Rs. 699,000,000) which have maturity of more than 12 months from the balance sheet date. Annual Report 2013-2014 I 39 N otes f ormin g part o f the f inan c ial S tatements Particulars As at 31 March, 2014 As at 31 March, 2013 Rupees Rupees Note No. 13 - Short-term loans and advances (Unsecured, considered good) a. Loans and advances to related parties b. Loan and advances to employees c. Prepaid expenses 56,324 48,690 318,195 - 414,723 413,522 d. Balances with government authorities (i) VAT credit receivable e. Advances to vendors 25,000 1,046,804 1,516,546 274,916 2,061,283 2,053,437 17,189,526 30,263,164 17,189,526 30,263,164 Note No. 14 - Other current assets a. Accruals (i) Interest accrued on bank deposits Note No. 15 - Assets held for sale a. Assets held for sale (i) Plant and equipment - 33,880,587 - 33,880,587 185,291,969 187,404,563 Note No. 16 - Other income a. Interest income - Bank deposits b. Lease rent - c. Miscellaneous income 12,942 2,017,577 4,042 185,304,911 189,426,182 Note No. 17 - Employee benefits expenses a. Salaries and wages 68,807,386 53,775,780 b. Gratuity 1,446,731 - c. Contribution to provident and other funds (Refer Note 24) 3,646,086 3,312,696 d. Staff welfare expenses 459,426 300,116 74,359,629 57,388,592 40 I NDDB DAIRY SERVICES N otes f ormin g part o f the f inan c ial S tatements Particulars For the Year ended 31 March , 2014 For the Year ended 31 March, 2013 Rupees Rupees Note No. 18 - Other Expenses a. Financial support to New Generation Co-operatives (Refer Note 22) 47,795,263 63,203,204 b. Power and fuel 1,916,642 1,864,010 c. Security expenses 1,843,853 1,659,083 d. Recruitment expenses e. Retainership and contractual expenses f. Rent, Rates and taxes 705,048 1,248,993 3,019,065 2,862,825 11,248 20,986 679,817 1,847,469 1,408,517 1,213,159 1,441,617 330,139 g. Repairs and maintenance: - Building - Others h. Meeting and conference expenses i. Communication expenses 2,319,663 2,613,682 j. Travelling and conveyance 18,199,119 11,140,796 k. Auditors remuneration (refer note below) 1,963,125 1,298,252 l. Legal and professional charges 3,511,410 9,639,768 31,521 7,129 410,831 512,227 m. Bank charges n. Printing and stationery o. Insurance expenses p. Training, awareness and incentives to milk producers q. Miscellaneous expenses 605,281 355,907 3,869,931 5,291,137 675,736 426,452 90,407,687 105,535,218 350,000 300,000 75,000 75,000 1,275,000 775,000 Note: (i) Auditors remuneration comprises: Statutory audit fee Tax audit fee Taxation matters Reimbursement of expenses Service tax on above 47,174 5,440 215,951 142,812 1,963,125 1,298,252 Annual Report 2013-2014 I 41 N otes f ormin g part o f the f inan c ial S tatements Note No. 19 - Surplus Per Equity Share Particulars Unit Excess of Income over expenditure Rupees Weighted average number of equity shares outstanding during the year Numbers Nominal Value of Equity Shares Rupees Basic surplus/(deficit) per share Rupees Equity shares used to compute diluted surplus per share Numbers Diluted surplus/(deficit) per share Rupees 31 March, 2014 31 March, 2013 18,610,849 21,548,172 200,000,000 200,000,000 10.00 10.00 0.09 0.11 2,00,000,000 2,00,000,000 0.09 0.11 Note No. 20 - Contingent Liabilities and Commitments (to the extent not provided for) Particulars As at 31 March, 2014 As at 31 March, 2013 Rupees Rupees a. Contingent Liabilities (i) Outstanding bank guarantees (ii) Income Tax Demand for the Assessment year 2011-12 561,127 402,906 28,151,835 - 273,815,372 706,212 b. Commitments (i) Estimated amount of contracts remaining to be executed on capital account (net of advances of Rs. 98,339,693) Note No. 21 - MSMED disclosure According to the records available with the Company, there were no dues payable to entities that are classified as Micro and Small Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 during the year. Hence disclosures, if any, relating to amounts unpaid as at the period end together with the interest paid / payable as required under the said Act have not been given. Note No. 22 - Financial support to New Generation Co-operatives The Company has provided financial support to New Generation Co-operatives, Producer Institutions and Producer Companies, to facilitate the operations of village level functionaries i.e. ‘Sahayak’ in the form of remuneration to Sahayak through Mother Dairy Fruit and Vegetable Private Limited on the basis of eligibility criteria. Note No: 23 - Expenditure in foreign currency Particulars a. Conference Fees b. Travelling expenses Year ended 31 March , 2014 Year ended 31 March, 2013 Rupees Rupees 732,381 - 1,982,398 1,265,147 2,714,779 1,265,147 42 I NDDB DAIRY SERVICES N otes f ormin g part o f the f inan c ial S tatements Note No. 24 - Employee Benefit Obligation i. Defined-contribution plans The Company’s Provident Fund Scheme is a defined contribution plan. The contributions paid/payable to the defined contribution plans are reported as expenses in the period in which the employees render the related service. The Company has recognised Rs. 3,646,086 (previous year Rs. 3,312,696) for Provident Fund contributions in Income and Expenditure Account. ii. Defined benefit plans The Company’s Gratuity Scheme is a defined benefit plan. The Company‘s net obligation is calculated by estimating the present value of the amount of future benefit that the employees have earned in return for their service in the current and prior years. The present value of the obligation under such benefit plan is determined on the basis of actuarial valuation using the Projected Unit Credit method which recognises each period of service that gives rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at present values of estimated future cash flows. The discounting rates used for determining the present values are based on the market yields on Government securities as at the balance sheet date. Disclosure as required under Accounting standard - 15 on “Employee Benefits” for Gratuity is as under. Particulars 31 March, 2014 31 March, 2013 Rupees Rupees I Change in present valuation of obligation Present value of obligation at the beginning of the year Interest cost Current Service cost Actuarial (gain)/ loss on obligation Present value of obligation at the end of the year 976,598 1,018,282 86,429 79,935 1,255,064 613,281 105,238 (734,900) 2,423,329 976,598 1,255,064 613,281 86,429 79,935 105,238 (734,900) 1,446,731 (41,684) 2,423,329 976,598 Note: The Company’s obligation are unfunded II Expense recognised in the Income and Expenditure Account Current Service cost Interest Cost Net Actuarial (gain)/ loss recognized Expenses/ (Income) recognized in the Income and Expenditure Account III Liability recognised in the Balance Sheet Present value of obligation at the end of the year Funded status Net asset/ (liability) recognised in balance sheet - - 2,423,329 976,598 976,598 1,018,282 1,446,731 (41,684) IV Balance Sheet Reconciliation Present Value of obligation at the beginning of the year Expense/ (Income) as above Benefits paid Amount recognised in the balance sheet - - 2,423,329 976,598 Annual Report 2013-2014 I 43 The actuarial calculations used to estimate defined benefit commitments and expenses are based on the following assumptions, which if changed, would affect the defined benefit commitment’s size, funding requirements and expense. Assumptions Discount Rate Salary Growth rate Mortality Withdrawal rate 31 March, 2014 31 March, 2013 8.85% 7.85% 10.00% 10.00% IAL 2006-08 Ultimate 5.00% IAL 2006-08 Ultimate 5.00% Notes: 1. The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations. 2. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. 3. Actuarial assumptions used to measure liability for compensated absences are same as above. 44 I NDDB DAIRY SERVICES N otes f ormin g part o f the f inan c ial S tatements Note No. 25 - Related party disclosures Disclosures as required by the Accounting Standard (AS) 18 – “Related Party Disclosures” are as below: A. Name of the related parties and nature of relationship (With whom the Company has transactions during the year): Nature of Relationship Name of Entity Holding Entity National Dairy Development Board (NDDB) Fellow Subsidiaries IDMC Limited (IDMC) Indian Immunologicals Limited (IIL) Mother Dairy Fruit and Vegetable Private Limited (MDFVL) Key Management Personnel Shri Deepak Tikku (Chairman) Mr Ajit Singh Parmar (Chief Operating Officer & Director) Mr. Ajay Khosla (Executive Director) B. Details of balances and transactions during the year with related parties Amount in Rupees Particulars Holding Company Fellow Subsidiaries MDFVPL IDMC Key Managerial Personnel IIL Total Transactions during the Year Rental income - (1,921,385) Reimbursement of the expenses by the Company 1,512,630 (403,588) 55,091 (786,743) Reimbursement of the expenses to the Company 221,369 - 2,024,696 - Professional fees (Included in capital work-in-progress) 4,044,960 - - - (1,921,385) 132,181 - - 1,763,692 (1,190,331) 14,050 - - 2,260,115 - - - 4,044,960 - 4,562,245 - - - - 4,768,647 - - 47,795,263 (63,203,204) - - - 47,795,263 (63,203,204) 123,710,000 - - - - - 123,710,000 - - - - - 45,770,566 (17,204,523) - - - 50,995,752 (17,204,523) 206,402 - Financial support for new generation cooperatives Long-term borrowing taken 63,790 - - - Purchase of fixed assets Managerial remuneration - - 9,351,383 (13,808,131) 9,351,383 (13,808,131) Balance Outstanding at the end of the year Other current liabilities 5,225,186 - Long-term borrowings 123,710,000 - - - - - 123,710,000 - (236,486) - (19,732) 56,324 (61,977) - 56,324 (318,195) Short-term advances Note: Figures in brackets represents previous year’s comparatives Annual Report 2013-2014 I 45 N otes f ormin g part o f the f inan c ial S tatements Note No. 26 The Company is registered under Section 12A of the Income Tax Act and has also complied with all required provisions of Section 12A, accordingly the Company’s income is exempt from Income tax in terms of the said section. Therefore, no provision for current tax is required. The Company will continue to claim exemption under Section 12A and expects no future tax liability, accordingly no provision for Deferred Tax Asset or Deferred tax liability is created. Note No. 27 Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification / disclosure. For Deloitte Haskins & Sells Chartered Accountants For and on behalf of the Board of Directors Jitendra Agarwal Deepak Tikku Partner Chairman Ajit Singh Parmar Chief Operating Officer & Director Place: Gurgaon Date: May 20, 2014 K.S. Mehta Head Legal & Company Secretary Tapash Chakravarty Practice Head Finance & Accounts Place: New Delhi Date: May 20, 2014 46 I NDDB DAIRY SERVICES Directors’ Report to the Shareholders The Directors are pleased to present their Fifth Annual Report on the operations of the Company along with the Audited Accounts for the year ended 31st March, 2014. The Company is a wholly owned subsidiary of National Dairy Development Board (NDDB). Its main objects are to facilitate setting up of Producer Companies for Procurement, Processing and marketing of milk and to undertake operations for productivity enhancement and extension. 1. O perations During the year under review, the company facilitated the following activities in the Milk Producing Companies (MPCs): 1. Assisted the Paayas Milk Producer Company Limited, Jaipur and Maahi Milk Producer Company Limited, Rajkot in increasing the members equity. The equity now stands at Rs.9.3 crores and Rs.22.9 crores respectively in these Companies. 2. Training & Development a. Member Relations Group (MRG) and VCG (Village Contact Groups) were constituted and trained in both MPCs. b. Producer awareness programmes were carried out in both the MPCs. c. Children and Youth awareness programmes were carried out in Paayas MPC. d. Sahayaks, facilitators, QA executives, PIB executives MCCs in-charge, Chemists, and Operations & Maintenance executives were trained in their respective domains in both the MPCs. e. Senior Management of both MPCs were trained in Leadership & Behavioural programmes. f. A two-day workshop on Good Manufacturing Practices (GMP) was organized for Quality and Manufacturing personnel of both the MPCs. 3. Assisted in preparation and approval of Sub Project Plans under the National Dairy Plan of both the Milk Producer Companies. 4. Assisted both the Milk Producer Companies in initiation of the Production Enhancement Activities. Activities included supply of cattle feed/mineral mixture, fodder demonstration plots, infertility camps, Al services etc. 5. Assisted both the Milk Producer Companies in their IT strategy implementation. 6. Assisted both the Milk Producer Companies in preparation of Quality Assurance SOP’s and Manuals. Preliminary work for promoting Milk Producer Companies in the states of Punjab and Andhra Pradesh (AP) were carried out during the year. The names of the company and draft MoA and AoA are being finalized. Initial share capital collected from the initial subscribers and other formalities required before incorporation are being carried out. Orientation Programmes for initial subscribers were carried out and a list of proposed producer directors was made. New Semen Stations: Construction work commenced at Alamadhi Semen Station on 3rd January, 2014 and the progress is as per the project schedule. The MoU for Rahuri Semen Station was signed on 28th February, 2014 and the survey, land demarcation and possession of the land carried out. The company became the managing agent for Sabarmati Ashram Gaushala (SAG) and Animal Breeding Centre (ABC) semen stations during the year and has conducted periodic review of their progress. The company signed an MoU with West Assam Milk Producers Union Ltd (WAMUL) to provide project management support to implement World Bank funded AI delivery project in six districts of Assam. The company facilitated development of Assam Dairy Development Plan (ADDP) for WAMUL which was approved by Government of Assam. An MoU was signed between Maharashtra Government and NDDB under which the NDDB DS shall facilitate the setting up of a Greenfield Milk Producer Company. The DPR of the project has been completed. 1.1 F inancial R esults During the year under review, the Company earned total income of Rs.1,853.04 lakhs, mainly from interest earned on Fixed Deposits with Scheduled Banks. The total Expenditure incurred was Rs.1,666.94 lakhs. This resulted in surplus of Rs.215.48 lakhs. The expenditure includes Financial Support provided to New Generation Cooperatives amounting to Rs.477.95 lakhs. The surplus of Rs.186.11 lakhs after adding the surplus amounting to Rs.109.43 of the last year totalling Rs.295.53 lakhs is proposed to be carried forward as surplus in Income & Expenditure Account in the Balance Sheet. The summarized Financial Results are as under: (Rs. in lacs) Item 2013-14 2012-13 Other Income 1,853.04 1,894.26 Expenditure 1,666.94 1,678.78 186.10 215.48 Surplus/(Deficit) before tax Provision for tax/Deferred Tax Nil Nil Surplus (Deficit) after tax 186.10 215.48 (Surplus/Deficit) brought forward from last year 109.43 (106.05) Total Surplus (Deficit) carried forward to Balance Sheet 295.53 109.43 Annual Report 2013-2014 I 47 2. Way F orward During the current year, the company shall be assisting in the setting up of four Milk Producer Companies in the States of Punjab, AP, UP and Maharashtra (Greenfield MPC). The Company shall support Producer Companies for activities related to Animal Breeding, Nutrition, and Ration Balancing advisory services. The Company has taken over the management of Sabarmati Ashram Gaushala (SAG) at Bidaj and Animal Breeding Centre (ABC), Salon. Two hundred lakh doses of frozen semen would be produced at these stations during the current year. The project progress of both Alamadhi and Rahuri Semen stations will be closely monitored to ensure timely commissioning to meet the growing demand of semen doses. NDDB Dairy Services would continue to monitor and assist the Producer Companies with regard to the activities to be undertaken under the National Dairy Plan (NDP) and would also assist them in achieving physical and financial parameters under the NDP. 3. D irectors Shri Dilip Rath, Shri Ajay Kumar Khosla and Shri Sangramsinh Raysangbhai Chaudhary retire by rotation and being eligible offer themselves for re-appointment. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 274 of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000. 4. Conservation of E nergy, T echnology A bsorption and F oreign E xchange E arnings and O utgo Particulars required to be furnished pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988: i. Part A and B of the Rules pertaining to Conservation of energy and Technology absorption are presently not applicable to the Company. ii. Foreign Exchange earnings and outgo: Earnings — Nil (Previous year — Nil); Outgo — Rs.27.50 lakhs (Previous year — Rs.12.65 lakhs). 5. Particulars of employees In accordance with provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, no employee was in receipt of remuneration of Rs.60 lakhs or more, if employed throughout the year or Rs.5 lakhs or more per month, if employed for the part of the year. 6. D irectors’ R esponsibility S tatement In accordance with section 217 (2AA) the Board of Directors of the Company informs the members that: a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the directors 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 at the end of the Financial Year and of the excess of income over expenditure for that period; c) the directors 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 directors have prepared the annual accounts on a going concern basis. 7. Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the relevant provisions of the Companies Act, 2013. You are requested to appoint auditors and fix their remuneration. 8. Acknowledgement The Board acknowledges the support provided by the National Dairy Development Board and the Mother Dairy Fruit & Vegetable Pvt Ltd to the Company. For and on behalf of the Board New Delhi 20 May 2014 Deepak Tikku Chairman 48 I NDDB DAIRY SERVICES The Staff Chairman Deepak Tikku Chief Operating Officer Ajit Singh Parmar Executive Director Ajay Khosla Company Secretary, Legal & Administration K.S. Mehta, Practice Head BCom, CS Harmeet Kaur, Analyst BCom, LLB, CS Producer Institution Building Sriram Singh, Practice Head BTech, PGDRM, CFA R. Mariappan, Senior Associate BSc (Agriculture) Brajesh Narain Singh, Senior Associate BA (Hons), DCM Alok Kumar Gupta, Associate BSc, MBA Rachana Deodhar Goel, Analyst BSc, PGDRM Gargi Pragya Vaicaknavi, Analyst BBA, PGDM Ravi Ranjan, Analyst BCom, PGDM Yashwanth Kumar Srinagula, Management Trainee BTech, MA (Social Work) Productivity Enhancement Services Dr. C.P. Devanand, Practice Head MVSc L Ilamurugun, Senior Analyst BE (Civil) Ashish Gupta, Analyst BSc, MCA Dairy Value Chain Vinod Kaushik, Practice Head BSc (Hons), PGDRM Business Excellence Rajeev Krishnan, Senior Associate MV Sc, PGP-ABM Ashok Jawa, Specialist BSc (Dairy Technology), PGDM (Agriculture) Amit Kumar Makkar, Analyst BTech (Mechanical), PGDBA Basant Choudhary, Associate BSc (Dairy Technology), PGDCA, MBA (Marketing) Cijo Joseph, Analyst MVSc, PGDRM Digvijay Bisht, Analyst BTech, MBA Lokesh Lalwani, Analyst BCom, PGDM Debashree Adhikary, Analyst BA (Hons), MBA (Marketing) Anshumani Pandey, Management Trainee BSc (Agriculture), PGDM-RM Mukesh Pratap Singh, Management Trainee MTech (Dairy Technology) Nishant Aggarwal, Analyst Dip. (Mechanical), PGDBA Farm Services Dr. C.S. Thomas, Senior Associate MSc, PhD (Animal Science) Finance & Accounts Amit Budhiraja, Practice Head BCom, CS, CA Surya Prakash Gupta, Associate BCom, CS, CA Sunil Mittal, Analyst BCom, CA Rajeev Ranjan Pathak, Management Trainee BTech (Chemistry), MBA Mitali Singh, Management Trainee BTech (Biotech), MBA Human resources Anuradha Sapra, Practice Head BA, PGHRM, MSc (Organisational Development) Quality Assurance M.D. Mustafa, Practice Head MSc (Food Science), PGDM (Operations) Shwet Awasthi, Associate BCom, PGDBM Ashwani Sharma, Analyst BSc, PG (Food Technology) Neeraj Kumar Mongia, Analyst BTech (Dairy Technology), MBA (Agriculture) Anjali Bhardwaj, Senior Analyst BSc (Maths), MCA Nishit Lal, Analyst BTech (Mechanical), PGDM Abhimanyu Singh, Management Trainee BA (Hons), LLB, MBA-IB Dr. Ashis Roy Burman, Specialist BVSc & AH Priti Choudhary, Management Trainee MSc (Dairy Chemistry) Dr. K. Durairaj, Specialist MVSc Sari T.P., Management Trainee MTech (Dairy Chemistry) Purchase B. Dutta Biswas, Specialist BE (Chemical), ME (High Polymer Engineering) Information Technology Jai Narain, Practice Head BA, BCom, GNIIT Hari Ome Choudhary, Analyst MTech, MBA Dr. Raghu Mallegowda, Senior Associate MVSc Dr. Manvir Singh, Associate MVSc Dr. Rajesh Roshan, Analyst BVSc & AH, MBA-RM Dr. Prafull Verma, Analyst BVSc & AH, EPBM Rohit Rajput, Associate BE (Computer Science), MBA Sachin Jain, Senior Analyst BE (Electronics & Communication), MBA Kumar Saurabh, Management Trainee BTech (Mechanical), PGDM (Finance) Edited, Designed & Printed by IMAGINE Acknowledgement National Dairy Development Board, Anand Mother Dairy Fruit & Vegetable Pvt Ltd, Delhi NDDB House, Safdarjung Enclave New Delhi 110 029 INDIA Phone: (011) 49883000, 49883088 email: enquiry@nddbdairyservices.com