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Milk Partners India Ltd.

BSE: 519335 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE301N01017
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Milk Partners India Ltd. (MILKPARTNERS) - Director Report

Company director report

DIRECTORS

To

The Members of Milk Partners India Limited

We have pleasure in presenting the 23rd Annual Report with Audited Statements ofAccounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rupees in Lakhs)
Particulars 2013-2014 2012-2013
Income from Operations 3576.78 1232.19
Profit before depreciation and Tax 3615.52 1296.94
Depreciation 39.95 39.95
Profit/Loss before Tax 1.22 (24.78)
Provision for Tax 0.37 -
Profit/Loss after Tax 0.84 (24.78)

PERFORMANCE REVIEW:

During the year under review the Company has recorded a turnover of Rs. 3576.78 lakhsand the profit of Rs. 0.84 Lakhs against the turnover of Rs. 1232.19 lakhs and loss of Rs.24.78 Lakhs in the previous financial year ending 31.03.2013. The Company has beencontinuously working on quality up-gradation and cost reduction plans for achievingefficient running of the organisation.

DIVIDEND:

No dividend is proposed to be declared for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of theCompanies Act 1956 read with the Companies (Acceptance of Deposits) Rules during thefinancial year under review.

LISTING:

The equity shares of your company are listed on BSE Limited.

BIFR ORDER:

Hon'ble BIFR vide order dated 06.02.2014 sanctioned the rehabilitation scheme forrevival of the Company.

Highlights of the Rehabilitation scheme:

1. De-rating of capital by 60% against the accumulated losses and further consolidatedinto Rs. 47446640/- divided into 4717328 Equity Shares of Rs.10/- each and 54672Equity shares of Rs. 5/- each

2. Partial Conversion of unsecured loans in to equity amounting to Rs. 30000000divided into 3000000 equity shares of Rs.10/- each fully paid up.

3. BSE Limited to restore the listing of equity shares and grant trading permission.

4. To consider to condone delays in compliance of other obligations subject to thepayment of requisite fee. BSE may consider waiver of penalties.

5. Stock Exchange may be directed not to impose any penalties or fines for listing ofthe shares or allowing the equity shares for trading.

CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs.120000000/- divided into12000000 equity shares of 10/- each Paid up share capital is Rs. 77446640/- dividedin to 7717328 equity shares of Rs. 10/- each and 54672 equity shares of Rs. 5/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations performance and future outlook of your Company and itsbusiness is given in the Management Discussion and Analysis which forms part of thisReport.

DIRECTORS:

Mr. N. Satyanarayan Goud Mr. Mahaveer Jain Mr. K Narsi Reddy and Mr. A. Ramana Reddyresigned from the office of Directorship citing personal reasons during the year. TheBoard places on record its sincere appreciation for the valuable services rendered by themduring their tenure.

During the year Mr. Hemant S. Unadkat was appointed as Additional Director andWhole-time Director w.e.f. 28.03.2014. Now the Board proposes to regularize him asDirectors.

In accordance with the Companies Act 2013 read with Articles of Association of thecompany the Director namely Mr. V. Satyanarayan Reddy retires by rotation and beingeligible offers himself for re-appointment at this ensuring Annual General Meeting. YourDirectors recommend his re-appointment.

Pursuant to the notification of Sec. 149 and other applicable provisions of CompaniesAct 2013 your Directors are seeking appointment of Mr. M. Pavan Kumar and Mr. B.Nageshwar Rao as Independent Directors. Details of the proposal forappointments/re-appointments of Directors are mentioned in the Notice of 23rd AnnualGeneral Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act 2000 your directorsconfirm:

i) that the directors in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures.

ii) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year.

iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and deleting fraud and otherirregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO :

The required information as per Sec. 217 (1) (e) of the Companies Act 1956 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore the disclosuresrequired to be made under section 217 (2A) of the Companies Act 1956 and the rules madethere under are not applicable.

SUBSIDIARY COMPANY:

The Company does not have any subsidiary company.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management andthe compliance of the same has been affirmed by them. A declaration signed by the ManagingDirector is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. M M Reddy & Co. Charted Accountantsas statutory auditors to hold office from the conclusion of this Annual General Meetingtill the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company necessary measures have been taken to comply with the listingagreements of Stock Exchanges. A report on Corporate Governance along with a certificateof compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance andco-operation received from clients banks investors Government other statutoryauthorities and all others associated with the company. Your directors also wish to placeon record their deep sense of appreciation for the excellent contribution made by theemployees at all levels which enabled the company to achieve sustained growth in theoperational performance during the year under review.

For and on Behalf of the Board
Milk Partners India Limited
Place: Secunderabad Sd/-
Date: 13.08.2014 V. Satyanarayan Reddy
Director
(DIN: 01836373)