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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 539889ISIN: INE883N01014INDUSTRY: Food Processing - Bakery/Dairy/Fruits/Others

BSE   ` 254.70   Open: 274.90   Today's Range 252.40
-10.80 ( -4.24 %) Prev Close: 265.50 52 Week Range 223.00
Year End :2017-03 

1. Earnings per Equity Shares

The basic earnings per equity share (EPS) are computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting period. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of equity shares, which may be issued on the conversion of all dilutive potential shares, unless the results would be anti dilutive. The EPS is calculated as under:

As per Accounting Standard 20, in case of bonus shares or consolidation of shares, the number of shares outstanding before the event is adjusted for the proportionate change in the number of equity shares outstanding as if the event has occurred at the beginning of the earliest period reported. Weighted average number of equity share outstanding during the previous period have been considered accordingly.

' n all the cases mentioned above, outflow is not probable in accordance with Accounting Standard 29 ("AS-29") Provisions, Contingent Liabilities and Contingent Assets, hence not provided by the Company.

2 Foreign currency exposure

a) There are no foreign currency (FC) exposures that have been hedged by a derivative instrument or otherwise during the year ended March 31, 2017 or March 31, 2016.

3 Capital and other Commitments

Capital commitments as at March 31, 2017 ' 288.52 million (March 31, 2016: ' 160.29 million)

For other commitments relating to lease arrangements refer note no. 40.

4 Disclosure pursuant to Accounting Standard - 15 “Employee Benefits”

A. General description

i) Provident Fund/Employee State Insurance (Defined Contribution)

The Company's Provident Fund and Employee State Insurance Scheme are defined contribution plans. The expense charged to the Statement of Profit and Loss under the head ‘Contribution to provident and other funds' in respect to the above schemes is ' 24.24 million (March 31, 2016. ' 15.84 million).

ii) Gratuity (Defined benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on death or resignation or retirement at 15 days salary (last drawn salary) for each completed year of service.

*The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

# The estimates of future salary increase, considered in actuarial valuation, taken on account of inflation, seniority, promotion & other relevant factors such as supply and demand in the employment market.

vi) The Company expects to contribute ' 11.33 million to gratuity fund in the next one year (March 31 2016: 2.50 million)

Exceptional items represent VAT tax liability for previous years and interest thereon in respect of inspection conducted by VAT authorities during the year, wherein certain transactions were identified which were to be considered as local sales instead of interstate transfer.

* Specified Bank Notes (SBN)* shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8th November, 2016.

5. Related Party Disclosure

' n accordance with the requirements of Accounting Standard 18, "Related Party Disclosures", the details of related party transactions are given below:

Nature of Relationship Nature of Related party

a) Key management personnel Mr. Devendra Shah - Chairman

Mr. Pritam Shah - Director Mr. Bharat Kedia - CFO

b) Subsidiary Company Bhagyalaxmi Dairy Farms Private Limited

c) Relatives of Key Management Personnel Relatives having transaction during the period

Late Mr. Parag Shah Miss. Akshali Shah Mrs. Priti Shah Mrs. Netra Shah Mrs. Prity Kedia

d) Enterprise over which Key Management Personnel exercise Enterprise having transactions during the period: significant influence / control Bharat Trading Company

# The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the Company as a whole. Further, the remuneration to key managerial personnel does not include employee stock compensation expense.

@ Corporate guarantee issued on behalf of subsidiary is in relation to term loan taken by the subsidiary from bank for its business purpose particularly for capital expansion.

6.Segment Reporting Disclosure i) Primary (Business) Segment

In accordance with the requirements of the Accounting Standard 17 "Segment Reporting", the Company's business consists of one reportable business segment i.e., "Manufacturing & Processing of Milk & Milk Products" hence no separate disclosures pertaining to attributable Revenue, Profits, Assets, Liability, Capital Employed are given.

7. Operating Lease

The company has entered into commercial leases for taking office spaces on lease. These leases have an average term of three to five years with renewal option and escalation clauses included in the agreements. There are no restrictions placed upon the Company by entering into these leases. The Company has not given any sub lease during the year. Some of the lease arrangements also include a non-cancellable period. Lease rental debited to Statement of Profit and Loss for the period is ' 87.08 million (March 31, 2016: ' 69.11 millions).

8.Amount due to Micro and Small Enterprises

Information required to be disclosed in accordance with Micro, Small and Medium Enterprises Development Act, 2006 has been determined based on the parties identified on the basis of information available with the Company, which has been relied upon by the auditors:

9. Employee Stock Option Scheme:

The Board of Directors constituted the equity settled Employee Stock Option Scheme ("ESOS 2015") vide its resolutions dated February 27, 201 5 and April 21, 2015 for issue of 696,339 stock options to the key employees of the Company, which has been further approved in the Company's Extra ordinary General meeting dated April 3, 2015 and May 16, 2015.

Pursuant to the above scheme, the Board of Directors vide its circular resolution dated September 3, 2015, approved grant of 227,000 stock options to its employees on September 4, 2015.

The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

No cost has been recognized in respect of ESOS2015 during the period as the exercise price of the options is higher than the fair value of the options as at the grant date.

10. Due to inadequacy of profit in the current financial year. The Managerial remuneration paid by the Company is subject to the limits prescribed under Schedule V of the Companies Act, 2013. In view of the Company, further supported by a legal opinion in this regard. The shareholders' approval by way of a special resolution to double the limit provided under Schedule V of the Companies Act, 2013, has already been obtained through the Extra Ordinary General Meeting dated April 3, 2015 when the company was a private limited company, and the same would cover the managerial remuneration paid during the current financial year, which is lower than the maximum amount payable with such Special Resolution.

However, as a matter of good governance, the management shall place the resolution for ratification of the remuneration paid to the Directors in the ensuing Annual General Meeting.

(a) Previous period/year's figures have been regrouped/reclassified wherever necessary, to conform to current period/ year's classification.

(b) Amounts mentioned as "0" in the financial statements denote amounts rounded off being less than Rupees five thousand.