To the Members,
The Directors have pleasure in presenting the 30th Annual Report along with Audited
Financial Statements of the Company for the financial year ended 31st March 2023.
FINANCIAL RESULT
(RS. in crore)
particulars |
2022-23 |
2021-22 |
| Revenue from Operations and Other Income |
294.83 |
208.08 |
| Profit/(Loss) before Finance Cost and Depreciation (PBIDT) |
5.51 |
(10.23) |
| Profit/(Loss) before Tax (PBT) |
(4.48) |
(19.69) |
| Profit/(Loss) after Tax (PAT) |
(3.26) |
(14.26) |
| Surplus brought forward |
25.57 |
40.73 |
| Total amount available for appropriation |
22.10 |
26.47 |
APPROPRIATION |
|
|
| General Reserve |
0.00 |
0.00 |
| Dividend (Incl. Tax) |
0.00 |
1.10 |
| Surplus carried forward |
22.78 |
25.57 |
DIVIDEND
In view of losses, the Board has not recommended any dividend for the financial year
2022-23 on equity shares.
OPERATIONS
The Revenue from Operations was RS. 294.84 crore during the year as compared to RS.
208.08 crore in the previous year.
In 2022-23 overall market situation has improved, and your Company able to regain
market share in consumer pack powder category after focused marketing and promotion
initiatives. The robust sales growth is driven by growth in across the categories.
Indias liquid milk production in 2022-23 impacted by the outbreak of the Lumpy Skin
Disease (LSD) in many parts of the country leading to unprecedented increase in Milk
prices.
Though milk prices during the year remain high due to higher fodder cost and uneven
monsoon which led to prolonged dry spells which has impact the cost and price benefit
ratio.
Your Company launched new products based on the consumer requirements, the customized
products were well accepted by food service and institutional customers. New customers are
being added to expand the business with new customized product offerings.
Milk procurement / Raw Material Security
Your Company enhanced milk procurement capabilities by adding new BMCs and new VLCs to
get stable milk supply throughout the year. Your Company provided veterinary and
vaccination service during the LSD outbreak, and imparted training for prevention and
control the LSD outbreak.
In 2022-23 milk prices have witnessed sharp rise of over 20 per cent, higher prices
helped farmer to invest more in milk production, and it will help achieve price stability
in future.
food Safety
The Company has upgraded its plant to further amendments of FSSC 22000 version 5.0, GMP
and Quality Management System as per ISO: 9001 2015. 24 Certified Internal Auditors
continued their support for compliances across functions at the plant site as well as the
front end. Good Manufacturing Practices (GMP), Prevention of Food Fraud, Food Threats and
Integrated Pest Management System remained the most important compliance practices.
Your Company successfully cleared GMP & Food Safety Audits, conducted by the four
renowned brands in FY 2022-23. This covers infrastructure and systems in the dairy
processing plant for food safety compliance. In-house capability of QA lab is maintained
and enhanced the systems and processes.
INDUSTRY SEENARIO
India remained the largest producer and consumer for dairy products and grown
continuously even after COVID or LSD outbreak. Dairy industry is adopting
environment-friendly and climate-smart technologies like mobile milk testing labs, cold
chain infrastructure and several digital platform are launched to farmers which with
real-time information on milk prices, weather, animal health, dairy farming which is
helping farmers to make informed decisions and improve their productivity.
The growth of some value-added product categories witnessed significant growth after
COVID due to hygiene and health concern.
Opportunities & Threads
opportunities i. Innovation in dairy transportation and cold chain supply
infrastructure will bring boost in liquid availability in milk deficient areas of the
country. ii. Govt. initiative to develop cooperatives at panchayat level will boost milk
procurement facilities. iii. Product engineering in the value added category and
introduction of innovative products, as per the specific requirements of the customers,
will bring growth in the coming years.
Threats i. Growth in milk production is not keeping pace with the growth in demand,
and higher fodder cost reduces farmers margin and discourages them from making further
investments. ii. Climate change and delayed summer leading longer dry spells and impacting
overall yield of milch animal.
Growth & work
Indian Dairy industry has shown steady growth, it will increase its contribution in
overall GDP growth. Value-added product categories are expected to deliver a double-digit
growth in the coming years. Rapid urbanisation and population growth will help in robust
growth of the liquid milk market, which is estimated to grow by 2.0 times in the next 5
years.
RISkS & coNcERNS
Dairy analogues, adulteration and plant-based products pose a major challenge and
threat to the dairy industry and specially to value added product category.
huMAN RESouRcE MANAgEMENT/ INDuSTRIAL RELATIoNS
Employees are considered as key stakeholders in the progress of organisation and
various initiatives are being taken to upgrade their skills through internal and external
training. Job rotation opportunities are encouraging people to take on new roles and
maximize their learning and work experience. "Reward and Recognition" schemes
have been introduced to develop a competitive and performance-oriented work culture.
Automation of HR functions helps in building speed, accuracy and improve employee
experience. In order to encourage leadership and problem-solving qualities among workmen,
your Company has established cross
Functional Team projects. Your Company provides various Communication platforms with
Senior Leadership to ensure open and transparent feedback from employees.
Industrial Relations remained cordial throughout the year under review.
INTERNAL coNTRoL SySTEM
The Company has in place adequate internal controls commensurate with the size and
nature of its operations.
There is a Corporate Internal Audit team consisting of qualified professionals. In
addition, services of external Audit firm is also availed to further strengthen its
effectiveness. Regular internal audits are conducted to review the internal control
systems and compliance thereof as per the annual audit plan approved by Audit Committee of
the Board. The findings reviewed by the Audit Committee and corrective actions are
initiated, where necessary. In addition, the Company also follows a Compliance monitoring
software tool to capture status of all applicable statutory compliances online.
cApITAL STRucTuRE
During the year under review, there has been no change in the Authorised and Paid-up
share capital of the Company. As on 31st March 2023, the Authorised Share Capital of the
Company was RS. 21 crore and Paid Up Share Capital was RS. 11 crore. During the year under
review, CRISIL Limited has revised the Credit Rating in respect of Companys Long Term and
Short Term Bank Facilities at CRISIL BBB-.
EXTRAcT of ANNuAL RETuRN
Pursuant to the provisions of the Companies Act, 2013 (‘the Act), the Annual
Return of the Company is available on the website of the Company and can be accessed at
https://www.umangdairies.com/Annual%20Return%202022-23.pdf
pARTIcuLARS of LoANS, guARANTEES oR INVESTMENTS
During the year the Company has not given/made any loans, guarantees/securities and
investments in terms of the provisions of Section 186 of the Act.
RELATED pARTy TRANSAcTIoNS
During the financial year ended 31st March 2023, all the contracts or arrangements or
transactions entered into by the Company with the Related Parties were in the ordinary
course of business and on arms length basis and were in compliance with the applicable
provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 (‘the Listing Regulations).
Policy on Materiality of Related Party Transactions and on Dealing with Related Party
Transactions is available on the website of the Company.
DIREcToRS AND kEy MANAgERIAL pERSoNNEL
During the year under review, Shri Ramesh Chand Surana (DlN:00089854) was appointed as
an Non-Executive Independent
Director of the Company w.e.f. 5th August, 2022 for a period of three consecutive years
and the requisite resolution in this regard was passed by the Shareholders at the Annual
General Meeting (AGM) held on 13th September, 2022. The Board is of the opinion that Shri
Ramesh Chand Surana has high integrity and relevant experience. During the year under
review, Shri Ram Chandra Periwal (DlN: 00168904) had ceased to be Director of the Company
w.e.f. 19th September 2022 on completion of his second term as Independent Director of the
Company and Smt. Sharda Devi Singhania (DIN:01685496) resigned from the Directorship of
the Company w.e.f. 4th February 2023. The Board places on record its appreciation for the
valuable contributions and guidance received from them during their tenure. Ms. Pooja
Gurwala (DlN:08663866) was appointed as Non-Executive Non-Independent Director of the
Company w.e.f. 8th February 2023 and the requisite resolution in this regard was passed by
the Shareholders on 23rd March 2023 through Postal Ballot (through remote e-voting only).
Shri Sandeep Bhalla, ceased to be Manager and Whole Time Key Managerial Personnel of
the Company under the Act on the close of business hours on 2nd May 2023.
Shri Manish Upadhyaya was appointed as Chief Executive Officer designated as Business
Head and Whole time Key Managerial Personnel w.e.f. 19th May 2023. Shri A.S. Mehta (DIN:
00030694), retires by rotation and being eligible offers himself for re-appointment at the
forthcoming AGM of the Company.
All the Independent Directors of the Company have given requisite declarations that
they meet the criteria of independence as provided under the Act and Listing Regulations.
Except as stated above, there was no other change in Directors and Key Managerial
Personnel of the Company, during the year under review.
coRpoRATE SocIAL RESpoNSIBILITy
Your Company considers community as its key stakeholder and endeavours to create
economically viable and socially inclusive. CSR programmes of the Company are aimed at
inclusive development and welfare of the community by providing livelihood opportunities
through micro enterprises, healthcare, sanitation, education, empowering women through
adult literacy and other means.
The Company has a Corporate Social Responsibility (CSR) Policy in accordance with the
provisions of the Act. CSR Policy of the Company is displayed on the website of the
Company.
31st March 2023, in the prescribed format, is annexed to this
AnnualReportonCSRactivitiesduringthefinancial
Report as Annexure-1 and forms part of it.
AuDIToRS & ThEIR REpoRTS
(a) Statutory Auditors
In accordance with the provisions of the Act and the Rules made thereunder, M/s Singhi
& Co., Chartered Accountants, were reappointed as Statutory Auditors of the Company
for their second term of fiveconsecutive years from the conclusion of the
29th AGM till the conclusion of the 34th AGM to be held in the year 2027.
The observations of the Auditors in their report on Accounts and the Financial
Statements, read with the relevant notes are self-explanatory. The Auditors Report does
not contain any qualification, reservation, adverse remark or disclaimer. During the year
under review, the Auditors have not reported any matter under Section 143(12) of the Act,
therefore no detail is required to be disclosed.
(b) Secretarial Auditor
The Board of Directors had appointed Shri Namo Narain Agarwal, Company Secretary in
Practice, as Secretarial Auditor to carry out Secretarial Audit of the Company for the
financial year 2022-23. The Report given by him for the said financial year in the
prescribed format, pursuant to the provisions of Section 204 of the Act and Regulation 24A
of the Listing Regulations, is annexed to this Report as Annexure-2 and forms part of it.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
(c) cost Auditor
In accordance with the provisions of Section 148(1) of the Act, the Company has
maintained cost accounts and records.
The Cost Audit for the financial year ended 31st March 2022 was conducted by M/s Sanjay
Kumar Garg & Associates, Cost Accountants, and the Cost Audit Report was duly filed
with the Ministry of Corporate Affairs, Government of India. The Audit of the Cost Records
for the financial year ended 31st March 2023, is being conducted by the said firm and the
Report will also be filed with the Ministry of Corporate Affairs, Government of India.
SIgNIfIcANT AND MATERIAL oRDERS pASSED By ThE REguLAToRS oR couRTS oR TRIBuNALS
During the year under review, there were no significant and material orders passed by
the Regulators or Courts or Tribunals which would impact the going concern status of the
Company and its future operations. Further, during the year under review, no applications
were made or no proceedings were pending as at the end of the year under the Insolvency
and Bankruptcy Code, 2016.
MATERIAL chANgES AND coMMITMENTS
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this report.
chANgE IN ThE NATuRE of BuSINESS
During the year under review, there was no change in the nature of business of the
Company.
coNSERVATIoN of ENERgy ETc.
The details as required under Section 134(3)(m) of the Act read with the Companies
(Accounts) Rules, 2014 is annexed to this
Report as Annexure-3 and forms part of it.
pARTIcuLARS of REMuNERATIoN
Disclosure of the ratio of the remuneration of each Director to the median employees
remuneration and other requisite details pursuant to Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed to this Report as Annexure-4 and forms part of it. Further, Particulars
of Employees pursuant to Rule 5(2) & (3) of the above Rules, also form part of this
Board Report. However, in terms of provisions of Section 136 of the
Act, the Annual Report for the financial year 2022-23 is being sent to all the members
of the Company and others entitled thereto, excluding the said particulars of employees.
Any member interested in obtaining such particulars may write to the Company
Secretary. The said information is also available for inspection at the Registered
Office of the Company on working days during working hours.
coRpoRATE goVERNANcE
Your Company reaffirms its commitment to the highest standards of corporate governance
practices. Pursuant to Regulation 34 read with Schedule V of the Listing Regulations,
Management Discussion and Analysis, Corporate Governance Report and Auditors
Certificate regarding compliance of conditions of Corporate Governance are made part of
this Annual Report.
The Corporate Governance Report which forms part of this Annual Report, also covers the
following: a) Particulars of the four Board Meetings held during the financial year under
review. b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel
and Senior Management including, inter alia, the criteria for performance evaluation of
Directors. c) The manner in which formal annual evaluation has been made by the Board of
its own performance and that of its Committees and individual Directors. d) The details
with respect to composition of Audit Committee and establishment of Vigil Mechanism. e)
Details regarding Risk Management. f) Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DEpoSITS
During the year under review, the Company has not taken any deposits from the public.
coMpLIANcE WITh SEcRETARIAL STANDARDS
The applicable Secretarial Standards issued under Section 118 of the Act have been
complied with by the Company.
DIREcToRS RESpoNSIBILITy STATEMENT
As required under Section 134(3)(c) of the Act, your Directors state that:-a) in the
preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures; if any; b) the accounting
policies have been selected and applied consistently and judgments and estimates made 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 profit of the Company for that period;
c) proper and sufficientcare has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the said Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; d) the annual
accounts have been prepared on a going concern basis; e) the proper internal financial
controls to be followed by the Company have been laid down and that such internal
financial controls are adequate and were operating effectively; and f) the proper systems
have been devised to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
cAuTIoNARy STATEMENT
Management Discussion and Analysis Report contains forward looking statements which may
be identified by the use of words in that direction or connoting the same. All statements
that address expectations or projections about the future, including, but not limited to
statements about the Companys strategy for growth, product development, market position,
expenditures and financial results are forward looking statements. These are based on
certain assumptions and expectations of future events. The Company cannot guarantee that
these assumptions and expectations are accurate or will be realized. The Companys actual
results, performance or achievement could thus differ materially from those projected in
any such forward looking statements. The Company assumes no responsibility to publicly
amend, modify or revise such forward looking statements, on the basis of any subsequent
development, information or events.
AckNoWLEDgEMENT
The Directors wish to thank its Customers, Shareholders, Banks, Dealers, Suppliers and
Government Authorities for their continued support.
The Board also places on record its sincere appreciation of the hard work, put in by
the employees at all levels during the period under report.
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