Hatsun Analysis

Hatsun Agro Product Limited
HATSUN
AGRO PRODUCT LIMITED
BOARD OF DIRECTORS
R.G. CHANDRAMOGAN Chairman and Managing Director K.S. THANARAJAN Joint Managing Director C. SATHYAN Executive Director P. VAIDYANATHAN KIRTI P SHAH S. THIAGARAJAN B.S. MANI N. CHANDRASEKARAN
REGISTERED & CORPORATE OFFICE

5A, VIJAYARAGHAVA ROAD, T.NAGAR, CHENNAI - 600 017. Phone: 091-044-28150014, Fax: 091-044-28152508. Website: www.hatsun.com E-mail: secretarial@hatsun.com
FACTORIES
1. ATTUR MAIN ROAD, KARUMAPURAM VILLAGE, SALEM - 636 106. TAMIL NADU. 2. TIMMASAMUDRAM VILLAGE (WHITE GATE), CHENNAI-BANGALORE HIGHWAY, KANCHEEPURAM TALUK, KANCHEEPURAM - 631 502. TAMIL NADU. 3. NO.114, ANGADU ROAD, NALLUR VILLAGE, REDHILLS, CHENNAI - 600 067. TAMIL NADU. 4. NO.277/2, DESUR VILLAGE, KANAPUR ROAD, BELGAUM - 590 014. KARNATAKA. 5. NO.109/2, MELEBENNUR ROAD, KUNDUR VILLAGE, HONNALI TALUK, DAVANGERE DISTRICT, HONNALI - 577 219. KARNATAKA. 6. SANGAM PASUVATHALA VILLAGE, KOLASANAHALLI PANCHAYAT, MARANDAHALLI MAIN ROAD, PALACODE TALUK, DHARMAPURI DISTRICT - 636 808. TAMIL NADU. 7. NO.76/2B, DINDUGAL MADURAI MAIN ROAD THIRUVAZHAVAYANALLUR, VADIPATTI TALUK, MADURAI - 625 221. TAMIL NADU. 8. V KOOTTU ROAD PIRIVU ATTUPANNAI, PERIYERI POST, THALAIVASAL, ATTUR TALUK, SALEM DISTRICT - 636 101. TAMIL NADU.
COMMITTEES OF THE BOARD AUDIT COMMITTEE

P. VAIDYANATHAN S. THIAGARAJAN B.S. MANI
SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

S. THIAGARAJAN P. VAIDYANATHAN K.S. THANARAJAN
REMUNERATION COMMITTEE
P. VAIDYANATHAN S. THIAGARAJAN B.S. MANI
SUB COMMITTEE
R.G. CHANDRAMOGAN K.S. THANARAJAN C. SATHYAN B.S. MANI
SHARE TRANSFER COMMITTEE

R.G. CHANDRAMOGAN P. VAIDYANATHAN K.S. THANARAJAN
CORE COMMITTEE
R.G. CHANDRAMOGAN K.S. THANARAJAN C. SATHYAN
COMPANY SECRETARY
S. CHANDRASEKAR
STATUTORY AUDITORS
M/s. S.R. BATLIBOI & ASSOCIATES CHARTERED ACCOUNTANTS th th 6 & 7 Floor - A Block, Tidel Park, (Module 601, 701 & 702), No.4, Rajiv Gandhi Salai, Taramani, Chennai - 600 113.
BANKERS
STATE BANK OF INDIA THE SOUTH INDIAN BANK LTD. ICICI BANK LTD. AXIS BANK LTD. YES BANK LTD. STANDARD CHARTERED BANK THE LAKSHMI VILAS BANK LTD. ING VYSYA BANK LTD. INDUSIND BANK LTD.
27th ANNUAL GENERAL MEETING

DATE DAY TIME VENUE : : : : 10th AUGUST, 2012 FRIDAY 10.00 A.M. P. OBUL REDDY HALL, SRI THYAGA BRAHMA GANA SABHA, VANI MAHAL, G.N. CHETTY ROAD, T. NAGAR, CHENNAI - 600 017.
Contents
Page No. 3 6
Notice ....................................................................................... Directors Report ......................................................................
Corporate Governance Report ................................................ 12 Management Discussion & Analysis Report ........................... 27 Auditors Report ....................................................................... 31 Balance Sheet ......................................................................... 34 Profit & Loss Account .............................................................. 35 Cash Flow Statement .............................................................. 36 Notes on Accounts ................................................................... 38 Balance Sheet Abstract ........................................................... 64

NOTICE TO MEMBERS
NOTICE is hereby given that the Twenty Seventh Annual General Meeting of HATSUN AGRO PRODUCT LIMITED will be held on Friday, the 10th day of August, 2012 at 10.00 A.M. at P.Obul Reddy Hall, Sri Thyaga Brahma Gana Sabha, Vani Mahal, G.N.Chetty Road, T.Nagar, Chennai 600 017 to transact the following businesses :
ORDINARY BUSINESS :
1. 2. 3. 4. 5. 6. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Account of the Company for the year ended on that date and the Reports of the Directors and the Auditors thereon. To ratify the payment of interim dividend on equity shares for the financial year 2011-12. To declare final dividend on equity shares for the financial year 2011-12. To appoint a Director in place of Mr. P.Vaidyanathan, who retires by rotation and being eligible, offers himself for reappointment. To appoint a Director in place of Mr. Kirti P Shah, who retires by rotation and being eligible, offers himself for reappointment. To appoint Auditors and fix their remuneration. RESOLVED THAT M/s. S.R.Batliboi & Associates, Chartered Accountants (Firm registration number 101049W), be and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors in consultation with the Auditors, and the remuneration may be paid on a progressive billing basis to be agreed between the Auditors and the Board of Directors.
SPECIAL BUSINESS :
7. Approval for raising the ceiling limit for total foreign investment in the Company To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 1956, Foreign Exchange Management Act, 1999, FEM (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, the applicable Rules, Guidelines, Regulations, Notifications and Circulars, if any, of the Reserve Bank of India and applicable Master Circulars and the Consolidated FDI Policy issued by the Ministry of Commerce & Industry from time to time, and subject to the approval of the Reserve Bank of India and any other regulatory authority as may be necessary, the limit for the total holding of securities in the Company by all foreign entities comprising FIIs and NRIs put together under the Portfolio Investment Scheme, shall not exceed 24% of the aggregate paid-up share capital of the Company subject to the condition that individual holding of any FII/NRI shall not exceed 5% of the paid-up share capital of the Company when such investments are made by the FIIs / NRIs under the Portfolio Investment Scheme. RESOLVED FURTHER THAT such increased limits of the holdings of all foreign entities comprising FIIs and NRIs be subject to such conditions as may be imposed by Reserve Bank of India or any other statutory authority whose permission or sanction may be required under any Law. RESOLVED FURTHER THAT the Board/any Committee of the Board of Directors of the Company be and is hereby authorised to agree to and to make and accept all such conditions, modifications and alterations stipulated by any relevant authorities while according approvals or consents, as may be required/considered necessary, proper or expedient, and to take all such actions/steps as may be necessary, desirable or expedient, including to take further consent/authority/approval of members through postal ballot(s), if required/necessary, under any law(s) or otherwise, and, to resolve and settle all questions and difficulties that may arise, and, to do all acts, deeds, matters and things which are incidental and consequential, as the Board/any Committee may at its absolute discretion deem necessary or desirable for such purposes and, to execute such documents or writings as the Board/any Committee may consider necessary or proper or incidental to give effect to this Resolution. Place : Chennai Date : 25th June, 2012. Registered Office: 5A, Vijayaraghava Road T Nagar, Chennai 600 017. By order of the Board for HATSUN AGRO PRODUCT LIMITED Sd/S. Chandrasekar Company Secretary

NOTES:
1. The relevant Explanatory Statement pursuant to Section 173 of the Companies Act, 1956, in respect of the business under Item No.7 above, is annexed hereto. The relevant details as required by Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited, of persons seeking appointment/re-appointment as Directors under Item Nos.4 and 5 of the Notice, are also annexed. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies, in order to be effective, must be received at the Company's Registered Office not less than 48 hours before the commencement of the Annual General Meeting. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/ authority, as applicable. 3. The Register of Members and the Share Transfer Books of the Company will remain closed from 6th August, 2012 to 10th August, 2012 (both days inclusive) for the purpose of Annual General Meeting and payment of final dividend (subject to the approval of the members at the ensuing Annual General Meeting) for the financial year 2011-12. Members holding shares in dematerialised form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS)/ Electronic Clearing Service (ECS) mandates, nominations, power of attorney, change of address, change of name and e-mail address, etc., to their Depository Participant only and not to the Company's Registrar and Share Transfer Agent, M/s. Integrated Enterprises (India) Limited (IEIL), Bangalore. Changes intimated to the Depository Participant will then be automatically reflected in the Company's records which will help the Company and IEIL to provide efficient and better services. Members holding shares in physical form are requested to send all correspondence with respect to transfer of shares, change of address, conversion of physical shares into Demat form etc., to IEIL, Bangalore. Members holding shares in physical form are requested to consider converting their holdings to dematerialised form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can contact either the Company or IEIL, for assistance in this regard. Members may visit Company's website: www.hatsun.com and contact us at e-mail: secretarial@hatsun.com Members who are holding shares in more than one folio are requested to intimate to IEIL, Bangalore, the details of all folio numbers for consolidation into a single folio. Reserve Bank of India has initiated NECS for credit of dividend directly to the bank account of Members. Members are requested to register their Bank Account details (Core Banking Solutions enabled account number, 9 digit MICR and 11 digit IFS code), in respect of shares held in dematerialised form with their respective Depository Participants and in respect of shares held in physical form with IEIL.
2.
4.
5. 6.
7. 8. 9.
10. Members desiring any information as regards the financial statements are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the Meeting. 11. Members are requested to check whether they have encashed Dividend Warrants for the earlier years. If the Dividend Warrants have become time-barred / lost, please apply for revalidation / fresh dividend warrant before the last dates indicated below: Dividend for the year 2005-06 2006-07 2007-08 2007-08 2008-09 2009-10 2010-11 2010-11 2011-12 Rate of Dividend 20% 20% 25% 35% 30% 15% 30% 25% 110% Date of declaration 21/06/2006 21/06/2007 30/10/2007 22/09/2008 16/06/2009 04/08/2010 02/11/2010 14/02/2011 13/02/2012 Date on which unpaid amount is required to be transferred to IEPF 28/07/2013 28/07/2014 06/12/2014 29/10/2015 23/07/2016 10/09/2017 09/12/2017 23/03/2018 21/03/2019 Shareholders should apply latest by 08/07/2013 08/07/2014 17/11/2014 09/10/2015 03/07/2016 20/08/2017 19/11/2017 03/03/2018 01/03/2019

In terms of Section 205C of the Companies (Amendment) Act, 1999, all dividend amounts, which remain unclaimed and unpaid for a period of seven years, will be transferred to the Investor Education & Protection Fund (IEPF). Members will not be entitled to claim the dividend amounts once transferred to IEPF. 12. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a Green Initiative in Corporate Governance and allowed Companies to share documents with its members through electronic mode. Members are requested to support this green initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialised form with their respective Depository Participants and in respect of shares held in physical form with IEIL.
PROFILE OF THE DIRECTORS BEING RE-APPOINTED/APPOINTED

As per Clause 112 of the Articles of Association of the Company, one-third of its Directors, who are liable to retire by rotation, retire every year at every Annual General Meeting and, if eligible, offer themselves for re-election. Accordingly, Mr. P.Vaidyanathan and Mr. Kirti P Shah are liable to retire at the ensuing Annual General Meeting and being eligible, are offering themselves for re-appointment, in accordance with the provisions of the Companies Act, 1956. The brief resume of each of the Directors who are proposed to be re-appointed is given below:
Mr. P.Vaidyanathan, is a fellow member of The Institute of Chartered Accountants of India and associate member of The Institute of Company Secretaries of India and The Institute of Cost Accountants of India. He has joined the Board of Hatsun in 1999. He is also on the Board of some reputed companies.
Mr. P.Vaidyanathan holds 6,00,000 equity shares in the Company as on 31st March, 2012.
Mr. Kirti P Shah, is a Non-Resident Indian and is associated with the Board of Hatsun for the past ten years. He is an engineer by profession and is managing business establishment in Indiana, USA. He has extensive knowledge in various fields of business.
Mr. Kirti P Shah holds 1,05,750 equity shares in the Company as on 31st March, 2012.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956. Item No.7
As per the provisions of the FEM (Transfer or Issue of Security by a person Resident outside India) Regulations, 2000, applicable Master Circulars and the Consolidated FDI Policy, the limit for the holdings of all NRIs and FIIs put together individually can be increased upto 24% by obtaining approval from Reserve Bank of India, subject to special resolution to that effect being passed by the members in a general meeting of the investee Company. Your Directors are of the opinion that it would be advantageous for the Company to permit FIIs / NRIs to invest upto 24% of the equity capital of the Company under the Portfolio Investment Scheme and hence, propose to pass necessary resolutions in this regard. After the resolution is approved by the members, necessary application will be made to RBI. The Board recommends approval of this special resolution by the members of the Company. None of the Directors of the Company except Mr. Kirti P Shah, an NRI and a member of the Board (like any other NRI person), is concerned or interested in the proposed resolution. Place : Chennai Date : 25th June, 2012. Registered Office: 5A, Vijayaraghava Road T Nagar, Chennai 600 017. By order of the Board for HATSUN AGRO PRODUCT LIMITED Sd/S. Chandrasekar Company Secretary

DIRECTORS REPORT
To The Members, The Directors have great pleasure in presenting their 27th Directors Report along with the audited statement of accounts for the financial year ended 31st March, 2012.
1. Financial Results
The financial results of the Company for the year ended 31st March, 2012 are summarised below:
(Rs. in lakhs)
Sl.No. (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (a) (b) (d) (e) (f) 2. Particulars Revenue from operations (net) Other Income (net) Total Income Operating Expenditure Profit before Finance Costs, Depreciation and Amortisation and Tax Finance Costs Depreciation and Amortisation Profit before Taxes Tax Expenses Net Profit for the Year Balance Brought Forward from Previous Year Amount Available for Appropriation Appropriations Interim Dividend on Equity Shares Proposed Final Dividend on Equity Shares Tax on Dividends Transfer to General Reserve Balance carried to Balance Sheet Performance of the Company During the year, your Company earned revenue from operations (net) of Rs.1,60,353.67 Lakhs representing an increase of 18.27% over that of the previous year. Your Company registered a net profit of Rs.2,660.19 Lakhs, as compared to previous years net profit of Rs.1,874.55 Lakhs. The net revenue from Milk and Milk products amounts to Rs.1,45,818.61 Lakhs representing an increase of 19.01% over that of the previous year. The net revenue from Ice Cream products amounts to Rs.11,578.68 Lakhs representing an increase of 26.54% over that of the previous year. The increase in the profitability is due to economies of scale, leveraging on a pan India presence of milk products leading to increased turnover and better margins, rationalisation of logistics costs, elimination of wastages and effective cost control measures. 3. Dividend During the year, the Company had declared and paid an interim dividend (normal & special) of Rs.1.10 per equity share (110%) on equity share capital. The payment of interim dividend includes a normal interim dividend of 60% and a special dividend of 50% to celebrate the completion of Silver Jubilee year of the Company. 789.74 215.38 163.05 3,180.45 1,226.00 383.15 -63.64 187.46 2,914.43 Current Year ended 31st March, 2012 1,60,353.67 334.22 1,60,687.89 1,49,441.46 11,246.43 3,844.73 4,184.12 3,217.58 557.39 2,660.19 2,914.43 5,574.62 Previous Year ended 31st March, 2011 1,35,573.20 150.70 1,35,723.90 1,26,115.68 9,608.22 3,585.90 3,706.02 2,316.30 441.75 1,874.55 1,674.13 3,548.68

The Board of Directors has proposed and recommended a final dividend of Rs.0.20 per equity share (20%) on equity share capital. The final dividend will be paid, subject to the approval of the members at the ensuing Annual General Meeting, to those members whose name appears on the register of members as on 10th August, 2012. The total cash outflow on account of dividends excluding dividend tax for the year 2011-12, would aggregate to Rs.1,005.12 Lakhs resulting in a payout of 37.78% of the net profits of the Company. 4. Transfer to Reserves The Company proposes to transfer Rs.3,180.45 Lakhs to General Reserve out of the amount available for appropriations and an amount of Rs.1,226.00 Lakhs is proposed to be retained in the Profit and Loss Account. 5. Exports The value of exports during the year was Rs.526.10 Lakhs. 6. Future Plan The major thrust areas in the current financial year would be in Long Life Milk Products/Dairy Ingredients and Curd in the domestic market. This will help your Company to strengthen its presence and enable it to maintain its leadership position. 7. Directors In accordance with the provisions of the Articles of Association of the Company, two of your Directors, viz., Mr. P.Vaidyanathan and Mr. Kirti P Shah are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The profile of Directors seeking re-appointment is furnished in the Notice of the Annual General Meeting. 8. Directors Responsibility Statement Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 (Act), and based on the representations received from the operating management, the Directors hereby confirm that: (i) (ii) in the preparation of the Annual Accounts for the year 2011-12, the applicable Accounting Standards have been followed and there are no material departures; they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year; they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; they have prepared the Annual Accounts on a going concern basis.
(iii)
(iv) 9.
Corporate Governance Report and Management Discussion and Analysis Report Your Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of Bombay Stock Exchange Limited with which the shares of the Company are listed. Corporate Governance Report and Management Discussion and Analysis Report form part of this Report.
10. Fixed Deposits The total amount of fixed deposits from public and shareholders of the Company outstanding as on 31st March, 2012, was Rs.107.91 Lakhs, out of which a sum of Rs. 79.35 Lakhs represents 133 accounts of Fixed/Non Cumulative Deposits and Rs.28.56 Lakhs represents 75 accounts of Cumulative Deposits. A sum of Rs.14.10 Lakhs under 31 accounts was unclaimed as on that date. Out of the above, Rs.9.50 Lakhs representing 14 accounts were since claimed and paid.

11. Depository System As the members are aware, your Companys shares are tradable in electronic form and the Company has established connectivity with both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the advantages of the Depository System, the members are requested to avail of the facility of dematerialisation of the Companys shares. 12. Finance During the year, the Company had to maintain its borrowings to run the operations. However, your Company has taken care to ensure that such borrowings are obtained at very competitive rates. 13. Auditors & Auditors Report M/s. S.R.Batliboi & Associates, Chartered Accountants, the Statutory Auditors of the Company, hold office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them confirming that this appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956. Your Directors recommend the re-appointment of M/s. S.R.Batliboi & Associates, Chartered Accountants, Chennai as Statutory Auditors of the Company at the ensuing Annual General Meeting Explanation to Auditors Remarks a) Point No.4 of the Auditors Report
As more fully described in Note 25(a) to the Financial Statements, certain income tax matters in respect of the financial year ended March 31, 1996 (financial estimate by the management of Rs.150 Lakhs) are being contested by the Company and the matter is pending with the High Court of Judicature, Madras. Pending a final resolution of the uncertainties in this connection, no provision towards tax and other consequential adjustment relating to this matter, if any, have been considered in the financial statements. Audit report issued on the financial statements for the year ended March 31, 2011 was also qualified in respect of this matter.
The Management has consulted and obtained expert legal advice on this issue and based on the same, believes that it has a strong case and hence no provision and consequential adjustments, if any, for such disputed amount have been considered in the financial statements. b) Point No. (ix) (a) of Annexure to the Auditors Report Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases in remittances relating to provident fund. The Company is regular in remittance of provident fund dues. However, in few cases there were some technical delays in remittances where even though cheques relating to remittance were made before the due date, it got delayed due to the time taken for clearance of the cheques owing to continuous intervening holidays. We will ensure that in future such payments are cleared and credited to the provident fund accounts well within the due date. c) Point No. (xvii) of Annexure to the Auditors Report Having regard to the Companys explanation as regards the operation of a centralized treasury function and more fully described in note 25(k) of the financial statements, we report that the Company has used funds raised on short term basis from banks and others to purchase certain fixed assets aggregating Rs. 6,230.24 Lakhs. The Company has a centralised treasury function where all the term loans and other borrowings in addition to the cash generated from operations are pooled through common bank accounts to optimally use funds and reduce the interest cost to the Company. The Company obtains loans from banks, which inherently permit the loans to be used interchangeably for long term and short term purposes. During the year, the Company has raised long term loan for Rs.7,900 Lakhs from ICICI Bank Ltd. to narrow down the short term and long term mismatch. Most of the short term loans with interest advantage have been in the nature of being rolled over long term. As the Company generates better profits, the long term short term mismatch will come down substantially.

14. Industrial Relations Industrial relations in all the locations of your Company remained cordial and peaceful throughout the year. 15. Particulars of employees Pursuant to provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. (i) (ii) None of the employees drew remuneration which in the aggregate exceeds Rupees Sixty Lakhs per annum or Rupees Five Lakhs per month, as the case may be, during the financial year. Details of employees employed throughout the financial year or part thereof, were in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager. Name Previous employment Age Designation/ Rumuneration Qualification Date of Nature of (Gross) and commencement Name of the Designation (No. of Duties (in Rs.) Experience of employment organisation years) 62 SGM-Dairy Operation 4,90,858/- p.m. Higher National Diploma in Food Technology 28.02.2010 Consultancy- Consultant & 1 Year Dairy Recruiter Company Libya
S. No. 1.
Mr. Brian Colman Mullally*
* Resigned on 22.08.2011.
(iii) None of the employees hold by himself or along with his/her spouse and dependent children, more than two per cent of the equity shares of the Company.
16. Conservation of energy, technology absorption and foreign exchange earnings and outgo The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an Annexure to this Report. 17. Corporate Social Responsibility Your Company has been extending help to villages where our plants are located, as part of our Corporate Social Responsibility. Financial assistance was extended for creating and developing basic infrastructure like roads, electricity and lake development. Your Company had organised free eye camps at Attur, Edapppadi, Thiruchengodu, Pappireddipatti, Palacode, Harur, Rasipuram and Namakkal and free health camp at Karipatti. 18. Acknowledgements The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, members, customers, bankers, farmers and channel partners for the continued support given by them to the Company and their confidence reposed in the management. The Directors appreciate and value the contributions made by every stakeholder of the Company. for and On behalf of the Board of Directors Sd/Place : Chennai Date : 25th June, 2012 R.G. Chandramogan Chairman & Managing Director.

ANNEXURE TO THE DIRECTORS REPORT
Particulars pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 FORMA DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY Energy conservation measures are being taken within our plants as an ongoing exercise, although, the Companys operations are not power intensive. A. Power and Fuel Consumption: 1. a) Electricity Purchased Units Total Amount (Rs.) Rate/Unit (Rs.) b) Through Own Generation (i) Diesel Generator 8,048,322.00 14.23 3.06 7,895,200.70 13.20 3.03 114,548,349.77 104,227,071.94 Units Total Amount (Rs.) Cost/Unit (Excluding Overhead and Depreciation) Units per Litre of Diesel Oil 2. Furnace Oil Quantity (Kl.) Total Amount (Rs.) Average Rate (Rs./Kl.) 3. Coal Quantity (Kg.) Total Amount (Rs.) Average Rate (Rs./Kg.) B. Consumption per Unit of Products i.e per litre of Milk Electricity (Units) Furnace Oil (Litres) Coal (Kg.) Milk Ice Cream Milk Ice Cream Milk 0.05 0.64 0.00003 0.0004 0.0370 0.07 0.74 0.0001 0.0412 19,422,113.49 66,434,336.05 3.42 21,127,872.45 64,735,797.36 3.06 40,328.20 1,114,708.56 27.64 65,578.05 1,868,179.49 28.49 38,643,712.78 5.50 42,657,761.72 5.28 212,686,071.00 225,264,666.81 2011-12 201011
FORMB DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION a. 1. RESEARCH AND DEVELOPMENT Specific Areas in which R&D carried out by the Company a) Process Development (i) (ii) Conducting of Somatic Cell Counter Test to detect animal udder health. ATP Bioluminescence testing to improve product safety and shelf life.
(iii) Installation of Milk Analyzers at various chilling/collection centres to ensure accurate and reliable testing of Fat/SNF content in the milk supplied.
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b) Product Diversification c) Quality enhancement to achieve International Standards. As mentioned in the note below under Expenditure on R&D, expenditure incurred on R&D are merged with appropriate expenditure/capital accounts. 2. Benefits derived Continuous upgradation of the quality of products has resulted in better acceptance of the products by all classes of consumers. 3. Future plan of action More importance will be given on product / process development / innovation, to bring down cost without compromising on product quality and to achieve international standards in quality and taste. 4. Expenditure on R&D* (a) Capital (b) Recurring (c) Total : : : : Nil Nil Nil Nil
(d) Total R&D Expenditure as a percentage of Total Turnover
* The expenditures incurred on R&D are merged with the appropriate expenditure/capital accounts. b. 1. TECHNOLOGY ABSORPTION, ADAPTATION AND INNNOVATION Efforts Made The Company has undertaken efforts to absorb the best available technology for processing of milk and manufacturing related products. 2. Benefits Absorption of the best technology reflects in the Companys products, which are clearly differentiated from its competitors and its processes that consistently deliver more with less expenditure. FOREIGN EXCHANGE EARNINGS AND OUTGO Sl.No. Particulars Year ended March 31, 2012 1. 2. 3. 4. Foreign exchange earnings CIF Value of Imports Expenditure in foreign currency Dividend paid in foreign currency 533.62 598.10 42.35 42.48 Year ended March 31, 2011 7,392.45 509.97 95.78 27.20
for and On behalf of the Board of Directors Sd/Place : Chennai Date : 25th June, 2012 R.G. Chandramogan Chairman & Managing Director.
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REPORT ON CORPORATE GOVERNANCE
I. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance helps to serve corporate purposes by providing a framework within which stakeholders can pursue the objectives of the Organisation most effectively. Corporate Governance signifies acceptance by Management of the inalienable rights of members as the true owners of the Organisation and of their own role as trustees on behalf of the members. Your Company focuses on developing appropriate strategies that result in maximising the return to all stakeholders. Your Companys philosophy on Corporate Governance is characterised by a firm commitment and adoption of ethical practices across its entire value chain and in all of its dealings with a wide group of stakeholders encompassing employees, customers, vendors, regulators and members (including the minority shareholders). Your Company will continue to focus its resources, strengths and strategies to achieve its vision of brand building, maximising stakeholders return and developing people to deliver the same, while upholding the core values of excellence, integrity, responsibility, unity and understanding, which are fundamental to the running of the Companys business. Your Company has a strong legacy of fair, transparent and ethical governance practices. Your Company has adopted Code of Conduct for Directors and Senior Management Personnel. Both these codes are available on the Companys website. Your Directors perceive their role as trustees to the stakeholders in particular and the society at large, inculcating a culture of transparency, accountability and integrity across the Company. Your Company is in compliance with the requirements of the guidelines on Corporate Governance stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited. With the adoption of a Whistle Blower Policy, your Company has moved ahead in its pursuit of excellence in Corporate Governance.
II. BOARD OF DIRECTORS

(i) As on 31st March, 2012, the Company had Eight Directors with five Non-Executive Directors. The Chairman & Managing Director is an Executive and Promoter Director and half of the Board is comprised of Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited. None of the Directors on the Board are members in more than 10 Committees or act as Chairman of more than five Committees across all Companies in which they are directors. The Directors have disclosed to the Company about the committee positions they occupy in other companies and have notified changes as and when they take place. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships/Memberships held by them in other Companies are given herein below. Other Directorships do not include alternate directorships, directorships of private limited companies, Section 25 companies and of companies incorporated outside India. Chairmanships/ Memberships of Board Committees include only Audit and Shareholders/Investors Grievance Committees.
(ii)
(iii)
Table 1: Composition of Board of Directors

Number of Board Meetings during the year 2011-12 Held Attended Whether attended last AGM Yes / No Number of Directorships in other Public Ltd. Companies Chairman Member Number of Committee positions held in other Public Ltd. Companies Chairman Member
Name and Designation of the Director
Category
R.G. CHANDRAMOGAN (CHARIMAN AND MANAGING DIRECTOR) K.S. THANARAJAN (JOINT MANAGING DIRECTOR)
Promoter Executive Director
Yes
Nil
Nil
Nil
Executive Director
Yes
Nil
Nil
Nil
Nil
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Whether attended last AGM Yes / No Number of Directorships in other Public Ltd. Companies Chairman Member Number of Committee positions held in other Public Ltd. Companies Chairman Member
Name and Designation of the Director
Category
Number of Board Meetings during the year 2011-12 Held Attended
C. SATHYAN (EXECUTIVE DIRECTOR) P. VAIDYANATHAN (DIRECTOR) KIRTI P SHAH (DIRECTOR) S. THIAGARAJAN (DIRECTOR) B.S. MANI (DIRECTOR) N. CHANDRASEKARAN (DIRECTOR)
Promoter - Executive Director Non-Executive & Independent Director Non-Executive Director
Yes
Nil
Nil
Nil
Nil
Yes
Nil
Nil
No
Nil
Nil
Nil
Non-Executive & Independent Director Non-Executive & Independent Director Non-Executive & Independent Director
Yes
Nil
Nil
Nil
Nil
Yes
Nil
Nil
Nil
Nil
Yes
Nil
Nil
Nil
(iv) The board has met 8 (eight) times during the year and the gap between two meetings did not exceed four months. The said meetings were held on 25th May, 2011, 1st August, 2011, 8th October, 2011, 3rd November, 2011, 13th February, 2012, 15th March, 2012, 21st March, 2012 and 30th March, 2012. The necessary quorum was present for all the meetings. (v) The minimum information as required under Annexure IA of Clause 49 of the Listing Agreement is made available to the board. None of the Non-Executive Directors have any material pecuniary relationship or transactions with the Company.
(vi)
Equity Shares held by NonExecutive Directors

Mr. Kirti P Shah holds 1,05,750 Equity Shares of Re.1/- each, Mr. B.S. Mani holds 4,500 Equity Shares of Re.1/each and Mr. P.Vaidyanathan holds 6,00,000 Equity Shares of Re.1/- each, in the Company as on 31st March, 2012.
Risk Management
The Company has established a robust risk assessment and minimisation procedures, which are reviewed by the Board periodically. The Company has a structure in place to identify and mitigate the various risks that would be faced by it from time to time. At every Board meeting the risks are reviewed, new risks if any, are identified, assessed, and control measures are designed to put in place fixed timeline for mitigating the risk.
III. AUDIT COMMITTEE

The Audit Committee plays an important role in overseeing the internal control and the financial reporting system of the Company. The Company has an Independent Audit Committee constituted in line with the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited read with Section 292A of the Companies Act, 1956. The Audit Committee comprises of three members, all of whom are Non-Executive and Independent Directors. They are Mr. P. Vaidyanathan, who is a Fellow Member of the Institute of Chartered Accountants of India, as its Chairman, Mr. S. Thiagarajan and Mr. B.S. Mani. All the members of the Committee have excellent financial and accounting knowledge. The Audit Committee met four times during the year on 25th May, 2011, 1st August, 2011, 3rd November, 2011 and 13th February, 2012. The time gap between any two meetings was less than four months. Necessary quorum was present for all the meetings.
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Table 2: Attendance record of Audit Committee
Name of the Member P. Vaidyanathan S. Thiagarajan B.S. Mani Category of Director Independent Independent Independent No. of Meetings Status Chairman Member Member Held 4 4 4 Attended 4 4 2
The functions of the Audit Committee include the following: Supervising of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees. Approval of payment to Statutory Auditors for any other services rendered by them. Reviewing, with the Management, the annual financial statements before submission to the Board for approval, with particular reference to: Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (2AA) of Section 217 of the Companies Act, 1956. Changes, if any, in accounting policies and practices and reasons for the same. Major accounting entries involving estimates based on the exercise of judgment by the Management. Significant adjustments made in the financial statements arising out of audit findings. Compliance with listing and other legal requirements relating to financial statements. Disclosure of any related party transactions. Qualifications in the draft audit report. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval. Reviewing, with the Management, the statement of uses / application of funds, raised through an issue (public issue, rights issue, preferential issue, etc.) the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. Reviewing, with the Management, performance of Statutory and Internal Auditors, and adequacy of the internal control systems. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. Discussion with Internal Auditors on any significant findings and followup thereon. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors. To review the functioning of the Whistle Blower mechanism. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Investigate any activity within its terms of reference. Seek information from any employee.
The Audit Committee is empowered to
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Obtain outside legal or other professional advice. Secure attendance of outsiders with relevant expertise, if it considers necessary.
The Company has systems in place to ensure that the Audit Committee reviews: Management discussion and analysis of financial condition and results of operations. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the Management. Management letters / letters of internal control weaknesses issued by the Statutory Auditors. Internal audit reports relating to internal control weaknesses. The appointment, removal and terms of remuneration of the Chief Internal Auditors shall be subject to review by the Audit Committee.
IV. REMUNERATION COMMITTEE

The role of the Remuneration Committee is to recommend to the Board the appointment/re-appointment of the Executive and Non-Executive Directors. The Remuneration Committee comprises of three members, all of whom are Non-Executive and Independent Directors. They are Mr. P. Vaidyanathan (Chairman), Mr. S. Thiagarajan and Mr. B.S. Mani. The Committee has been vested with the authority to determine the periodic increments in salary and annual incentive of the Executive Directors and also reviewing the remuneration policy of the Company from time to time. This is in consonance with the existing industry practice i.e. directed towards rewarding performance, based on review of achievement on a periodical basis. During the year, the Committee met once on 23rd May, 2011 and recommended re-appointment of Mr. C.Sathyan, as an Executive Director of the Company for a period of 5 years w.e.f. 1st June, 2011, subject to the approval of the members and the Board of Directors.
Table 3: Attendance record of the Remuneration Committee

Name of the Member P. Vaidyanathan S. Thiagarajan B.S. Mani Category of Director Independent Independent Independent No. of Meetings Status Chairman Member Member Held 1 1 1 Attended 1 1 -
Compensation Philosophy
The objective of the Compensation Philosophy is to attract and retain high calibre individuals and motivate them towards the achievement of exceptional performance that enhances the value of the Company.
Table 4: Remuneration paid to Executive Directors

Name of the Director Mr. R.G. Chandramogan Mr. K.S. Thanarajan Mr. C. Sathyan Salary & Allowances (Rs.) 38,00,000 38,00,000 36,10,000 Contribution to P.F. & Other Funds (Rs.) 10,800 2,88,000 9,360 Other Perquisites or benefits including medical expenses reimbursed and car facility provided (Rs.) 1,39,600 1,39,600 1,34,600
Note :
All the Executive Directors are covered under the Companys Leave Encashment Policy and Group Gratuity Scheme along with the other employees of the Company. Contribution to Gratuity is based on the actuarial valuation made on an overall Company basis and hence individual figures for the Directors are not available.
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Table 5: Sitting fee paid to Non-Executive Directors
Sl.No. 1. 2. 3. 4. 5. Name of the Director Mr. P. Vaidyanathan Mr. Kirti P Shah Mr. S. Thiagarajan Mr. B.S. Mani Mr. N. Chandrasekaran Sitting Fee (Rs.) 1,15,555 11,111 1,04,444 22,222 64,444
V. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

The Company has a Shareholders/Investors Grievance Committee of the Board of Directors to look into the redressal of complaints of shareholders/investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc. The Shareholders/Investors Grievance Committee comprises of three members, namely Mr. S.Thiagarajan (Chairman), Mr. P.Vaidyanathan and Mr. K.S.Thanarajan, two of whom are Non-Executive and Independent Directors. Four meetings of the Shareholders/Investors Grievance Committee were held during the year on 25th May, 2011, 1st August, 2011, 3rd November, 2011 and 13th February, 2012.
Table 6: Attendance record of the Shareholders/Investors Grievance Committee

Name of the Member S. Thiagarajan P. Vaidyanathan K.S. Thanarajan Category of Director Independent Independent Executive No. of Meetings Status Chairman Member Member Held 4 4 4 Attended 4 4 4
The Committee supervises the mechanism for redressal of shareholders/investors grievances and ensures cordial investor relationships. The Committee takes care of the following matters: Redressal of Shareholders/Investors complaints like transfer of shares, non-receipt of annual report, non-receipt of declared dividend etc. Scrutinise the performance of the Registrar & Share Transfer Agent and recommends measures for overall improvement of the quality of service. Any allied matter(s) out of and incidental to these functions and not here in above specifically provided for.
Details of Complaints received and redressed during the year Number of complaints received from investors/shareholders Number of complaints resolved Number of complaints remaining unresolved and pending 18 18 Nil
Table 7: Nature of complaints received and redressed during the year

Sl. No. 1. 2. 3. 4. 5. Nature of Complaints Correspondence regarding demat/general Correspondence regarding loss of shares and issuance of duplicate share certificates Correspondence regarding non-receipt of share certificate, transfer/transmission of shares Revalidation of dividend warrants/non-receipt of dividend warrants Correspondence regarding deposits Received & Redressed during the year Nil Nil 1 16 1
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Compliance Officer
The Name and Designation of the Compliance Officer of the Company Mr. S. Chandrasekar, Company Secretary & Compliance Officer No.5A, Vijayaraghava Road, T Nagar, Chennai 600 017, Tamil Nadu. Phone No. Fax No. E-mail ID : : : 091-044-28150014 091-044-28152508, secretarial@hatsun.com
VI. OTHER COMMITTEES

A. SHARE TRANSFER COMMITTEE
The Share Transfer Committee comprises of three members, namely Mr. R.G. Chandramogan (Chairman), Mr. K.S. Thanarajan and Mr. P. Vaidyanathan. The Committee takes care of the following matters: Transfer/Transmission/Split/Sub-division/Consolidation of shares. Issue of duplicate share certificates. Registration of Power of Attorneys, Probate, Letters of transmission or similar other documents. Dematerialisation/Rematerialisation of shares.
Transfer of shares are processed and registered within the stipulated time, provided all the documents are valid and complete in all respects. As on 31st March, 2012, there were no share transfers pending for registration for more than 30 days. Number of Share Transfers pending Nil
During the year, the Committee met seventeen times on the following dates namely, 15th April, 2011, 29th April, 2011, 13th May, 2011, 24th June, 2011, 15th July, 2011, 29th July, 2011, 12th August, 2011, 9th September, 2011, 27th September, 2011, 11th November, 2011, 25th November, 2011, 9th December, 2011, 6th January, 2012, 3rd February, 2012, 17th February, 2012, 9th March, 2012 and 27th March, 2012.
B. SUB-COMMITTEE
The Sub-Committee of the Board of Directors of the Company comprises of four members, namely Mr. K.S. Thanarajan (Chairman), Mr. R.G. Chandramogan, Mr. C. Sathyan and Mr. B.S. Mani.
The Committee looks after the following:

To review the funds position of the Company, borrow monies required for the purpose of business, negotiate and finalise the terms of borrowings with the lenders, approve borrowings, look into its repayments and also to lend loans when there is surplus money available in hand. To exercise generally all such powers and to do all such acts and things as the Board of Directors may delegate from time to time.
During the year, the Committee met twelve times on the following dates viz., 9th May, 2011, 8 th June, 2011, 1st July, 2011, 5th August, 2011, 5th September, 2011, 15th September, 2011, 3rd October, 2011, 9th November, 2011, 6th December, 2011, 2nd January, 2012, 27th February, 2012 and 9th March, 2012.
C. CORE COMMITTEE
The Core Committee for implementation of SEBI (Prohibition of Insider Trading) Regulations comprises of three members namely, Mr. R.G. Chandramogan (Chairman), Mr. K.S. Thanarajan and Mr. C. Sathyan. During the year, the Committee met once on 2nd January-2012. There were no cases involving insider trading in the Company during the year.
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VII.
(i)
GENERAL BODY MEETINGS

Annual General Meeting
Table 8: Date, time and venue of the last three AGMs.

Financial Year 2008-09 2009-10 2010-11 Date 5th August, 2009 4th August, 2010 2nd September, 2011 Time 11.00 A.M. 11.00 A.M. 11.00 A.M. Venue Abirami Chidambaram Community Hall, Chennai. P.Obul Reddy Hall, Sri Thyaga Brahma Gana Sabha, Vani Mahal, Chennai. P.Obul Reddy Hall, Sri Thyaga Brahma Gana Sabha, Vani Mahal, Chennai. (ii) Extra-Ordinary General Meeting During the year, there was an Extra-Ordinary General Meeting of the Company held on 12th March, 2012 to consider and approve capitalisation of free reserves and other resolutions relating to issue of bonus shares. (iii) Special Resolutions At the Annual General Meeting of the Company held on 5th August, 2009, a Special Resolution was passed for the preferential allotment of 6% Unsecured Compulsorily Convertible Debentures to select Individuals/Entities. The resolution was passed with the requisite majority. At the Annual General Meeting of the Company held on 2nd September, 2011, two Special Resolutions were passed for Sub-division of Equity Shares and Alteration of Articles of Association of the Company. The resolutions were passed with the requisite majority. At an Extra-Ordinary General Meeting of the Company held on 12th March, 2012, the following 4 Special Resolutions were passed: 1. 2. 3. 4. Alteration of the Articles of Association of the Company to enable reclassification of shares. Reclassification of the Authorised Share Capital and Alteration of the Memorandum of Association of the Company. Alteration of the Articles of Association of the Company upon reclassification of Authorised Share Capital. Alteration of the Articles of Association of the Company to authorise Board of Directors to Capitalise Reserves of the Company.
(iv) Postal Ballot There were no circumstances necessitating the Company to seek the approval of its members through a Postal Ballot as required under the provisions of Section 192A of the Companies Act, 1956.
VIII. DISCLOSURES
(i) There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large. The Company has complied with all the requirements of regulatory authorities. No penalties/strictures were imposed on the Company by the Bombay Stock Exchange Limited, where the shares of the Company are listed or by SEBI or by any other statutory authority on any matter related to capital market during the last three years except adjudication proceedings by SEBI levying a penalty of Rs.15,000/- for 18 days delay in compliance of Regulation 8(3) of SEBI (Substantial Acquisition of shares and Takeover) Regulations. The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure I D to the Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited:
(ii)
(iii)
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(a) (b) The Company has set up a Remuneration Committee, details of which have been given earlier in this Report. Whistle-Blower Policy
The Company has put in place an un-codified system through which employees and business associates may report unethical business practices at work place without the fear of victimisation. The Company has set up a direct contact initiative under which all employees/business associates have direct access to the Chairman of the Audit Committee. The Whistle Blower Protection Policy aims to: Allow and encourage employees and business associates to bring to the managements notice concerns about suspected unethical behaviour, malpractice, wrongful conduct, fraud, violation of policies etc. Ensure timely and consistent organisational response. Build and strengthen a culture of transparency and trust. Provide protection against victimisation.
(iv) Share Capital Audit

A qualified practicing Company Secretary carried out share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The share capital audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. (v) Code of Conduct The Board has laid down Code of Conduct for its Members and Senior Management Personnel of the Company. The code of conduct is available on the website of the Company, www.hatsun.com. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The CEO has affirmed to the Board that this Code of Conduct has been complied by all the Board Members and Senior Management Personnel. (vi) Code for prevention of Insider Trading Practices In compliance with the SEBI regulation on prevention of insider trading, the Company has instituted a comprehensive code of conduct for its management and staff. The code lays down guidelines, which advise them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and cautioning them of the consequences of violations. Dealings in Companys securities on the part of Senior Management Personnel have been reported to the Board and Committee periodically. (vii) Disclosure of accounting treatment in preparation of financial statements The Company has followed the guidelines of accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements. (viii) CEO/CFO Certification The CEO and CFO certification of the financial statements and the cash flow statement for the year is enclosed and forms part of this report.
IX. MEANS OF COMMUNICATION

The Company has its own website and all vital informations relating to the Company and its performance including quarterly results are posted on the website, www.hatsun.com The quarterly, half-yearly and annual results of the Company are published in leading English and Vernacular newspapers like The Financial Express (English) and Maalai Murasu (Tamil) respectively. Management Discussion and Analysis Report has been included and forms part of this Annual Report.
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X. GENERAL SHAREHOLDER INFORMATION
(i) Annual General Meeting Date Time : : 10th August, 2012 10.00 A.M. P.Obul Reddy Hall, Sri Thyaga Brahma Gana Sabha, Vani Mahal, G.N.Chetty Road, T.Nagar, Chennai 600 017.
Venue :
As required under Clause 49(IV)(G)(i) of the Listing Agreement with the Bombay Stock Exchange Limited, particulars of Directors seeking re-appointment at the ensuing Annual General Meeting (AGM) are given in the Annexure to the Notice of the Annual General Meeting to be held on 10th August, 2012. (ii) Financial Calendar Financial Year : 1st April to 31st March
For the year ended 31st March 2012, results were announced on First Quarter Half Year Third Quarter Annual : : : : 1st August, 2011 3rd November, 2011 13th February, 2012 21st May, 2012
For the year ending 31st March, 2013 results will be announced on First Quarter Half Year Third Quarter Annual (iii) : : : : within 45 days from the end of first quarter within 45 days from the end of half year within 45 days from the end of third quarter within 60 days from the end of financial year
Date of Book Closure/Record Date The date of book closure is as mentioned in the Notice of the AGM i.e., from 6th August, 2012 to 10th August, 2012, inclusive of both days for the purpose of Annual General Meeting and payment of final dividend (subject to the approval of the members at the ensuing Annual General Meeting) for the financial year 2011-12.
(iv) Dividend Payment Date During the year, an Interim Dividend (Normal and Special) of Rs.1.10 per Equity Share (Rs.0.60 Normal and Rs.0.50 Special) was declared by the Board of Directors on 13th February, 2012. The Interim Dividend was paid to all those shareholders, whose name appears in the Register of Members as on 24th February, 2012. A Final Dividend of Rs.0.20 per Equity Share of face value of Re.1/- each, subject to the approval of the members at the ensuing Annual General Meeting, will be paid to those members, whose name appears in the Register of Members as on 10th August, 2012. (v) Listing on Stock Exchanges At present, the Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The annual listing fee for the financial year 2012-13 has been paid. (vi) Stock Code ISIN No. : INE473B01035 BSE Stock Code : 531531
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(vii) Market Price Data
Table 9: Market Price Data

Hatsun Agro Product Limited Month High Price April 2011 May 2011 June 2011 July 2011 August 2011 September 2011 October 2011 November 2011 December 2011 January 2012 February 2012 March 2012 251.00 214.95 209.95 207.00 186.90 193.90 125.00 123.90 117.95 145.25 149.00 139.95 Low Price 156.30 154.00 173.00 172.50 147.05 145.25 92.10 82.05 92.25 86.05 128.00 70.00 No. of Shares traded 191204 16199 22077 29949 15400 31921 71047 101083 246492 166560 110990 888036 BSE Indices - Sensex High Price 19811.14 19253.87 18873.39 19131.70 18440.07 17211.80 17908.13 17702.26 17003.71 17258.97 18523.78 18040.69 Low Price 18976.19 17786.13 17314.38 18131.86 15765.53 15801.01 15745.43 15478.69 15135.86 15358.02 17061.55 16920.61
Note:
1. 2. 3.
The face value of equity shares of the Company was Rs.2/- per share upto 4th October, 2011. The Company had sub divided its equity shares of Rs.2/- each to Re.1/- each w.e.f. 5th October, 2011. The Company had allotted bonus shares in the ratio of 1:2 on 30th March, 2012.
(viii) Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc.
Table 10: Performance of Hatsun Share Price in comparison with BSE Sensex.
(ix)
Registrar and Share Transfer Agent As per the requirement of Securities and Exchange Board of India, M/s. Integrated Enterprises (India) Limited has been appointed as the Registrar and Share Transfer Agent to take care of all works related to Share Registry. The contact details of the Registrar and Share Transfer Agent are given below:
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M/s. INTEGRATED ENTERPRISES (INDIA) LIMITED, 30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram Bangalore - 560 003. Tel : 091 - 080 - 23460815 - 818 Fax : 091 - 080 - 23460819 E-mail : alfint@vsnl.com All communications on share transfers, share certificates, change of address, dividends and any other query relating to shares should be addressed to the above Registrar and Share Transfer Agent. (x) Share Transfer System The transfers of shares in physical form are presently processed and the share certificates are returned within a period of 30 days from the date of receipt, subject to the documents being clear in all respects. M/s. Integrated Enterprises (India) Limited, a SEBI approved Registrar and Share Transfer Agent has been appointed to effect the transfer of shares and other related jobs. The transfer of shares in physical form is approved by the Share Transfer Committee. (xi) Distribution of Shareholding a. Distribution Shareholding as on 31st March, 2012.
Table 11: Distribution of Shareholding as on 31st March, 2012

No. of Shares held 1 101 201 301 401 100 200 300 400 500 No. of folios/ Shareholders 1,809 244 186 30 41 182 1,623 160 220 4,495 No. of folios/ Shareholders(%) 40.24 5.43 4.14 0.67 0.91 4.05 36.11 3.56 4.89 100.00 No. of Shares 36,850 36,610 52,282 10,822 18,909 1,29,275 33,18,471 11,90,586 10,28,97,843 10,76,91,648 Shareholding (%) 0.03 0.03 0.05 0.01 0.02 0.12 3.08 1.11 95.55 100.00
501 - 1000 1001 - 5000 5001 - 10000 10001 & above Total
b. Category of Shareholders as on 31st March, 2012 Table 12: Category of Shareholders as on 31st March, 2012
Category Promoters Director and their relatives* Foreign Companies (LLC) Other Bodies Corporate NRIs Others Total No. of folios/ Shareholders 6 23 1 95 55 4315 4495 No. of Shares held 7,47,38,725 84,90,120 50,89,500 12,19,628 9,49,639 1,72,04,036 10,76,91,648 Shareholding (%) 69.40 7.88 4.73 1.13 0.88 15.98 100.00
* A Non-Resident Indian Director and his 2 sons holding 33,40,125 shares accumulating to 3.10% is classified under Directors and their relatives.
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(xii) Dematerialisation of shares About 94.84% of the shares are being held in dematerialised form as on 31st March, 2012.
Table 13: Distribution of shares with break-up of Physical and Electronic form as on 31st March, 2012
S. No. No. of Equity Shares No. of Folios/ Shareholders Phy. Elect. Total 1 2 3 4 5 6 7 8 9 1 - 100 101 - 200 201 - 300 301 - 400 401 - 500 501 - 1000 1001 - 5000 5001 - 10000 10001 & above TOTAL 82 1,727 1,809 18 2 1 10 1015 59 50 226 184 30 40 172 244 186 30 41 182 No. of Folios/ Shareholders (%) to total Phy. Elect. Total 1.82 38.42 40.24 0.40 0.04 0.02 0.22 5.03 4.10 0.67 0.89 3.83 5.43 4.14 0.67 0.91 4.05 Phy. 822 2,700 600 500 7,521
No. of Shares Elect. 36,028 33,910 51,682 10,822 18,409 1,21,754 12,44,421 7,31,586 Total 36,850 36,610 52,282 10,822 18,909 1,29,275 33,18,471 11,90,586
Shareholding (%) to total Phy. 0.00 0.00 0.00 0.00 0.01 1.93 0.43 2.79 5.16 Elect. 0.03 0.03 0.05 0.01 0.02 0.11 1.15 0.68 92.76 94.84 Total 0.03 0.03 0.05 0.01 0.02 0.12 3.08 1.11 95.55 100.00
608 1,623 22.58 13.53 36.11 20,74,050 101 170 160 220 1.31 1.11 2.25 3.78 3.56 4,59,000
4.89 30,03,750
9,98,94,093 10,28,97,843
1237 3258 4495 27.50 72.50 100.00 55,48,943 10,21,42,705 10,76,91,648
(xiii) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and its likely impact on equity shares. As on 31st March 2012, the Company did not have any outstanding GDRs/ADRs/Warrants or any convertible instruments. (xiv) Plant Locations 1. Attur Main Road, Karumapuram Village, Salem - 636 106. Tamil Nadu. Timmasamudram Village (White Gate), Chennai-Bangalore Highway, Kancheepuram Taluk, Kancheepuram - 631 502. Tamil Nadu. No.114, Angadu Road, Nallur Village, Redhills, Chennai - 600 067. Tamil Nadu.
2.
3.
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4. No.277/2, Desur Village, Kanapur Road, Belgaum - 590 014. Karnataka. No.109/2, Melebennur Road, Kundur Village, Honnali Taluk, Davangere District, Honnali - 577 219. Karnataka. Sangam Pasuvathala Village, Kolasanahalli Panchayat, Marandahalli Main Road, Palacode Taluk, Dharmapuri District 636 808. Tamil Nadu. 7. No.76/2B, Dindigul Madurai Main Road, Thiruvazhavayanallur, Vadipatti Taluk, Madurai 625 221. Tamil Nadu. V Kottu Road Pirivu, AttuPannai, Periyeri Post, Thalaivasal, Attur Taluk, Salem District - 636 101. Tamil Nadu.
5.
6.
8.
(xv) Address for Correspondence For share transfers, share certificates, change of address, dividends and any other query relating to shares: M/s. INTEGRATED ENTERPRISES (INDIA) LIMITED, 30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bangalore 560 003. Tel : 091 - 080 - 23460815 818 Fax : 091 - 080 - 23460819 E-mail : alfint@vsnl.com For Investors Assistance: Mr. S. Chandrasekar Company Secretary Hatsun Agro Product Limited, No.5A, Vijayaraghava Road, T.Nagar, Chennai - 600 017. Tamil Nadu. Phone Fax E-Mail : 091 - 044-28150014 : 091 - 044-28152508 : secretarial@hatsun.com
Website : www.hatsun.com
24

COMPANY SECRETARYS CERTIFICATE ON CORPORATE GOVERNANCE TO THE MEMBERS OF HATSUN AGRO PRODUCT LIMITED
I have examined the compliance of conditions of Corporate Governance by M/s. Hatsun Agro Product Limited (the Company) for the year ended 31st March, 2012 as stipulated in Clause 49 of the Listing Agreement of the said Company with Bombay Stock Exchange Limited. The Compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of conditions of the Corporate Governance. In my opinion and to the best of my information and according to the explanations given to me, I hereby certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. I state that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Shareholders/Investors Grievance Committee, except in cases of any legal dispute or constraints. I further state that, such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.
Sd/T.P. Shridar Company Secretary C.P. No. 4530 Place : Date Chennai : 25th June, 2012
DECLARATION
REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT
This is to confirm that the Company has adopted a Code of Conduct for the members of the Board and the Senior Management Personnel and these Codes are available on the Companys website www.hatsun.com. I confirm that the members of the Board and the Senior Management Personnel have complied with the Code of Conduct in respect of the financial year ended 31st March, 2012. for HATSUN AGRO PRODUCT LIMITED Sd/R.G. CHANDRAMOGAN CHAIRMAN AND MANAGING DIRECTOR Place : Chennai Date : 21st May, 2012
25

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
We, R.G. Chandramogan, Chairman and Managing Director and S. Subramanian, Chief Financial Officer of M/s. Hatsun Agro Product Limited, certify that 1. We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2012 and that to the best of our knowledge and belief a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; these statements present a true and fair view of the state of affairs of the Company and of the results of operations and cash flows. The financial statements have been prepared in conformity, in all material respects, with the existing generally accepted accounting principles including accounting standards, applicable laws and regulations.
b)
2.
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Companys Code of Conduct. We accept the responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. We indicate to the Auditors and to the Audit Committee a) b) c) significant changes in internal control over financial reporting during the year; significant changes in accounting policies during the year; instances of significant fraud of which we have become aware of and the involvement therein, if any, of the management or other employees having a significant role in the Companys internal control system over financial reporting.
3.
4.
However, during the year there were no such changes or any such instances.
Sd/R.G. Chandramogan Chairman & Managing Director Place : Chennai Date : 21st May, 2012.
Sd/S. Subramanian Chief Financial Officer
26

MANAGEMENT DISCUSSION AND ANALYSIS REPORT
GENERAL ECONOMIC SCENARIO & INDUSTRY STRUCTURE
The major challenges generally confronting a growing economy are to manage growth simultaneously with price stability. In 2011-12, India found herself in the throes of these conflicting demands. During 2011-12, the Indian Economy registered a growth of 6.5% after having grown at the rate of 8.4 percent in each of the two preceding years. With agriculture and services continuing to perform reasonably well, Indias slowdown could be attributed almost entirely to the weakening industrial growth. India registered a slowdown compared not just to the previous two years but 2003 to 2011 (except 2008-09). The global economic environment, which has been tenuous at best throughout the year, turned sharply adverse in September 2011 owing to the turmoil in the euro zone and questions about the outlook on the US economy provoked by rating agencies. This has had its spiraling impact on the Indian economy as well and with the domestic growth rate also not coming upto the expectations, the situation is looking increasingly gloomy. It is now an opportune time for the Indian policy makers to use their perspective as a benchmark and ask what they can do as planners and architects of policy to pull India back into the growth trajectory. Agriculture in India is the means of livelihood of almost two thirds of the work force in the Country. It has always been INDIAS most important economic sector. The 1970s saw a huge increase in Indias wheat production that heralded the Green Revolution in the Country. The increase in post-independence agricultural production has been brought about by bringing additional area under cultivation, extension of irrigation facilities, use of better seeds, better techniques, water management and plant protection. The monsoons, however, play a critical role in Indian agriculture in determining whether the harvest will be bountiful, average or poor in any given year. Agriculture in India is improving with collaboration in technology using tractors, fertilisers and also new methods to aid farming. India is among 15 leading exporters of agricultural products in the world. Good quality seed is one of the most important inputs for enhancing agricultural productivity and production. Further, FDI policy for agricultural sector was amended to allow 100 percent FDI under automatic route for development of seed as compared to the earlier provision of development of seed under controlled condition. However, the major challenges in agriculture sector include marginal land holdings, improvement in yield, adoption of farm mechanisation, declining per capita availability of food grains, storage capacity, irrigation facilities, market intelligence and development of food processing industry. In this respect, the Dairy sector plays an important role in Indias socio-economic development as milk & milk products provide livelihood to millions of homes in villages, ensuring supply of quality dairy products in urban as well as rural areas. The Indian dairy industry has been witnessing an impressive growth for the past few years on back of rising milk production. It is estimated that the milk production will increase in the Country at a Compound Annual Growth Rate (CAGR) of around 4% during 2011-2015. In India, the dairy industry has been growing rapidly to keep pace with the increasing demand for milk & milk products in the Country. The consumption of dairy products is rising exponentially in India as they provide rich nourishment. At present, India is the worlds largest producer of milk and it is expected that the incessantly increasing demand for milk will surpass its production in the coming years.
OPPORTUNITIES
Milk consumption in India is regular part of the dietary programme irrespective of the region and hence demand is likely to rise continuously and there is substantial growth potential for our Company. Increase in population and rise in income levels will see shift in the consumption pattern in favour of value added products besides the growth in demand for liquid milk. Milk, apart from being consumed as such, is used in producing a large variety of milk products like curd, cream, butter, ghee, milk powders, paneer etc.
27

Nowadays, consumers prefer quality products rather than cheaper ones. One can also see a shift from artificial ingredients to natural ones in dairy products. Besides, consumers, these days prefer traditional beverages like butter milk, lassi, etc. as compared to carbonated beverages. Your Company has leveraged the above factors by following stringent quality measures in ensuring manufacture of quality products and making them available to consumers at an affordable price. Your Company is also extremely aware of the importance of brand building in generating loyal customers and the evidence is there in the popularity of the brands of the Company like Arun ice creams and Arokya milk among the common man. There is a phenomenal scope for innovations in product development, packaging and presentation. With technological advancement and availability of balancing equipment, the flexibility of product mix is tremendous and the Company can keep on adding to its product line. The main advantage of your Companys strength lies in its efficient and effective supply and cold chain management. This allows it wide reach and targeted coverage in the market.
THREATS
Organised dairy industry handles only around 30% of the milk produced. Cost effective technologies, mechanisation and quality control measures are seldom exercised in unorganised sector and remain key issues to be addressed. There is a gross lack of awareness among farmers about the quality parameters, including microbiological and chemical contaminants as well as residual antibiotics. Milk, which is perishable, needs efficient cold chain management that can be provided only by organised players as the same involves more capital investments. Lack of proper infrastructure facilities like good roads, power supply and adequate transport support is another major deterrent faced by the Dairy Industry. The increase in prices of petroleum products and the increasing cost of power is also an important threat faced by the manufacturers of dairy products. Continuous availability of good quality feeds and scientifically tested and properly managed animal husbandry practices play a vital role in improving milk yields. Your Company is however continuously developing and applying scientific methods to improve the quality of milk processed and extend its shelf life. Your Company is in the forefront of such initiatives in establishing this infrastructure. Your Company is poised to leverage on the improvement given its economies of scale and with its inherent ability to adopt new technologies, is confident of carving out its own niche in the market by overcoming the infrastructural bottlenecks. Your Company constantly educates the farmers on how to maintain quality and improve milk yield by arranging supply of good quality feeds to farmers. The above involves large investment in the production and distribution infrastructure which can be provided only by bigger companies like ours.
DISCUSSION ON FINANCIAL PERFORMANCE OF THE COMPANY

The financial performances are covered in the Directors Report and the same can be referred to in the said Report.
PERFORMANCE TREND
Over the years, Hatsun has created significant wealth for all its stakeholders.
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NET WORTH
The Net Worth of the Company has increased more than two times in the last five financial years. The current Net worth of the Company for the financial year 2011-12 is at Rs.10,771 Lakhs.
DIVIDEND HISTORY
Your Company is a regular dividend paying Company. The Companys dividend payment record is one of the best in the industry. A normal interim dividend of Rs.0.60 per share (60%) and a special interim dividend of Rs.0.50 per share (50%) to celebrate the completion of silver jubilee year of the Company, totaling Rs.1.10 per share (110%) was declared and paid during the financial year 2011-12. In addition to the above, the Board of Directors has recommended a final dividend of Rs.0.20 per share (20%), subject to the approval of the members of the Company at the ensuing Annual General Meeting.
EARNINGS PER SHARE

Earnings per share (EPS) of equity shares of face value of Re.1/- per share for the last 5 financial years are given below:
29

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has put in place an adequate system of internal controls commensurate with its size and nature of operations to ensure that the transactions are properly recorded, authorised and the assets are continuously monitored and safeguarded. The internal control system is backed up by well documented policies, guidelines and procedures and concurrent reviews are carried out by the Companys Internal Auditors, who submit reports periodically to the Audit Committee of the Board of Directors and the Management. The internal audit process is designed, inter-alia, to cover all significant areas of the Companys operations such as accounting, finance, inventory, insurance, treasury, safeguarding of assets, IT processes and protection against unauthorised use etc. The Audit Committee reviews significant observations made in the internal audit reports along with actions initiated and reports to the Board of Directors periodically.
INFORMATION TECHNOLOGY
Your Company had successfully implemented SAP during the last financial year 2010-11. This facilitates an effective online MIS system, which helps in centralised control of operations at all the units of the Company. The hardware and network infrastructure is being constantly reviewed to increase the bandwidth and reduce operational costs. This is an ongoing process and your Company is committed to leverage the benefits of IT to enhance and optimise benefits to itself and its customers.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED
The Human Resource programmes of the Company focus on building capabilities and engaging employees through various initiatives to help the Organisation consolidate and achieve sustainable future growth for the business. Your Company provides a congenial working atmosphere which will foster creative thinking. As part of manpower development and to enhance operational efficiency, training programmes have been organised for employees at all levels, wherever necessary. Your Company values its human resource as the most significant asset and the key focus is to attract, retain and develop talent as a resource. Industrial Relations remained cordial at all locations of the Company during the year. Effective employee communication through various channels ensured that all the employees are kept abreast of the current business situation. This has helped your Company to build mutual trust and confidence with the employees. The total strength of the Company as on 31st March, 2012 was 2780.
OUTLOOK AND RISKS & CONCERNS ARE COVERED UNDER OPPORTUNITIES AND THREATS FUTURISTIC STATEMENTS
Statements in this report describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations that involve risks and uncertainties. Such statements represent the intention of the Management and the efforts being put into place by them to achieve certain goals. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances. Therefore, the investors are requested to make their own independent assessments and judgements by considering all relevant factors before making any investment decision.
30

Auditors Report
To The Members of Hatsun Agro Product Limited 1. We have audited the attached Balance Sheet of Hatsun Agro Product Limited (the Company) as at March 31, 2012 and also the statement of profit and loss and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003 (as amended) (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.
2.
3.
4.
As more fully described in Note 25(a) to the Financial Statements, certain income tax matters in respect of the financial year ended March 31, 1996 (financial estimate by the management of Rs. 150 lakhs) are being contested by the Company and the matter is pending with the High Court of Judicature, Madras. Pending a final resolution of the uncertainties in this connection, no provision towards tax and other consequential adjustment relating to this matter, if any, have been considered in the financial statements. Audit report issued on the financial statements for the year ended March 31, 2011 was also qualified in respect of this matter.
Further to our comments in the Annexure referred to above, we report that: i. ii. iii. iv. 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; In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account;
5.
Except for the matter referred to in paragraph 4 above, in our opinion, the balance sheet, statement of profit and loss and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act ;
On the basis of the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act; In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of the matter stated in paragraph 4 above, the said accounts 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) b) c) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012; in the case of the statement of profit and loss, of the profit for the year ended on that date; and in the case of cash flow statement, of the cash flows for the year ended on that date. For S.R. BATLIBOI & ASSOCIATES Chartered Accountants Firm Registration No. 101049W Sd/per S Balasubrahmanyam Partner Membership No.:053315
v.
vi.
Place : Chennai Date : May 21, 2012
31

Annexure referred to in paragraph 3 of our report of even date Re: Hatsun Agro Product Limited (the Company)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. (c) (ii) There was no disposal of substantial part of the fixed assets during the year.
(a) The management has conducted physical verification of inventory at reasonable intervals during the year. (b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.
(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Order are not applicable to the Company and hence not commented upon. (b) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(iii)(e) to (g) of the Order are not applicable to the Company and hence not commented upon. (iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the current year, the activities of the Company did not involve any sale of services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas. (v) According to the information and explanations provided by the management, we are of the opinion that there are no contracts and arrangements that need to be entered into the register maintained under section 301 of the Act during the year. Therefore, the provisions of clause (v)(a) and (v)(b) of para 4 of the Order are not applicable to the Company.
(vi) In respect of deposits accepted, in our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. (vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, related to the processing of milk and manufacture of milk products, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. (ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases in remittances relating to provident fund. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
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(c) According to the records of the Company, the dues outstanding of income-tax and sales-tax on account of any dispute are as follows: Name of the Statute Income tax Act, 1961 The Tamil Nadu General Sales Tax Act The Tamil Nadu General Sales Tax Act The Tamil Nadu General Sales Tax Act Income tax Act, 1961 Nature of Dues Disallowance of non compete fees Sales tax in dispute Sales tax in dispute Penalty in dispute Disallowance of expense Amount (Rs. in Lakhs) ** 4.52 (Note 1) 7.04 (Note 2) 4.77 (Note 3) 39.25 (Note 4) Period to which the amount relates FY 1996-97 FY 1996-97 FY 1996-97 FY 2003-04 FY 2008-09 Forum where dispute is pending High Court of Judicature, Madras Joint Commissioner Commercial Taxes Joint Commissioner Commercial Taxes High Court of Judicature, Madras Commissioner Appeals
** - Refer to note 25(a) to the financial statements. Note 1 - Net of Rs. 4.80 lakhs paid under Samadhan Scheme Note 2 - Net of Rs.3.79 lakhs paid under Samadhan Scheme Note 3 - Net of Rs. 5.79 lakhs paid under Samadhan Scheme Note 4 - Net of Rs. 83.89 lakhs paid under protest. Refer to note 25(a)(ii) to the financial statements. (x) (xi) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a banks. The Company has not borrowed from any financial institutions or issued any debentures during the year. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained. Having regard to the Companys explanation as regards the operation of a centralized treasury function and more fully described in note 25(k) of the financial statements, we report that the Company has used funds raised on short term basis from banks and others to purchase certain fixed assets aggregating Rs. 6,230.24 lakhs. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. The Company did not have any outstanding debentures during the year. The Company has not raised any money by public issues during the year and accordingly, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year. For S.R. BATLIBOI & ASSOCIATES Chartered Accountants Firm Registration No. 101049W Sd/per S Balasubrahmanyam Partner Membership No.:053315
(xii)
(xiii) (xiv) (xv) (xvi) (xvii)
(xviii) (xix) (xx) (xxi)
33

BALANCE SHEET AS AT MARCH 31, 2012
(All amounts are in lakhs of Indian Rupees unless otherwise stated) Note No. As at March 31, 2012 As at March 31, 2011
I.
EQUITY AND LIABILITIES

Share capital Reserves and surplus 3 4 1,077.25 9,694.24 10,771.49 718.27 8,561.20 9,279.47 10,026.89 2,374.74 65.65 12,467.28 13,550.08 3,665.82 9,474.37 145.46 26,835.73 48,582.48
(1) SHAREHOLDERS FUNDS
(2) NON-CURRENT LIABILITIES Long-term borrowings Deferred tax liabilities, net Other long term Liabilities (3) CURRENT LIABILITIES Short-term borrowings Trade payables Other current liabilities Short-term provisions TOTAL
5 6 7
10,758.60 2,540.13 61.25 13,359.98
9 10(a) 10(b) 8
16,565.79 6,053.37 9,737.92 338.33 32,695.41 56,826.88
II. ASSETS
(1) NON-CURRENT ASSETS Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress Long-term loans and advances (2) CURRENT ASSETS Inventories Trade receivables Cash and bank balances Short-term loans and advances Other current assets TOTAL Summary of significant accounting policies 2 The accompanying notes are an integral part of the financial statements. As per our report attached of even date For and on behalf of the Board of Directors of For S.R. BATLIBOI & ASSOCIATES HATSUN AGRO PRODUCT LIMITED Chartered Accountants Firm Registration No. 101049W Sd/Sd/Sd/Sd/per S. BALASUBRAHMANYAM R.G. CHANDRAMOGAN K.S. THANARAJAN S. CHANDRASEKAR Partner, Membership No.053315 Chairman & Managing Director Joint Managing Director Company Secretary Place : Chennai Date : May 21, 2012 11 35,651.46 468.15 848.56 36,968.17 12 1,013.21 37,981.38 14,121.94 861.62 1,016.99 2,802.57 42.38 18,845.50 56,826.88 34,571.24 296.49 1,022.76 35,890.49 1,077.42 36,967.91 6,431.59 967.01 1,002.21 3,094.01 119.75 11,614.57 48,582.48
14 15 16 12 13
34

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012
(All amounts are in lakhs of Indian Rupees unless otherwise stated) Note No. Year Ended March 31, 2012 Year Ended March 31, 2011
REVENUE
Revenue from operations (gross) Less: Excise duty Revenue from operations (net) Other income Total revenue (I) 17 160,470.90 (117.23) 160,353.67 334.22 160,687.89 135,579.48 (6.28) 135,573.20 150.70 135,723.90
18
EXPENDITURE
Cost of raw materials and components consumed Purchases of traded goods Changes in inventories of finished goods, work-in-progress and stock-in-trade Employee benefits expenses Other expenses Total (II) Earnings before interest, tax, depreciation and amortisation (EBITDA) (I)-(II) Depreciation and amortisation Finance costs Profit before tax TAX EXPENSES Current tax expense - MAT payable - MAT credit entitlement Net Current tax expense Deferred tax Income tax pertaining to earlier years Profit after tax Earnings per equity share (Refer Note: 25 (i)) Weighted average number of equity shares outstanding - Basic - Diluted - Basic earnings per share (in Rs.) - Diluted earnings per share (in Rs.) Nominal value per equity shares (In Rs.) Summary of significant accounting policies 645.94 (233.94) 412.00 165.39 (20.00) 2,660.19 461.65 (461.65) 404.35 37.40 1,874.55 19 20 21 22 23 125,547.37 564.90 (5,509.89) 5,238.22 23,600.86 149,441.46 11,246.43 4,184.12 3,844.73 3,217.58 99,763.15 1,711.68 193.28 4,590.21 19,857.36 126,115.68 9,608.22 3,706.02 3,585.90 2,316.30
11 24
107,691,648 107,691,648 2.47 2.47 1 2
103,785,396 108,785,396 1.81 1.78 1
The accompanying notes are an integral part of the financial statements. As per our report attached of even date For and on behalf of the Board of Directors of For S.R. BATLIBOI & ASSOCIATES HATSUN AGRO PRODUCT LIMITED Chartered Accountants Firm Registration No. 101049W Sd/Sd/Sd/Sd/per S. BALASUBRAHMANYAM R.G. CHANDRAMOGAN K.S. THANARAJAN S. CHANDRASEKAR Partner, Membership No.053315 Chairman & Managing Director Joint Managing Director Company Secretary Place : Chennai Date : May 21, 2012
35

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012
(All amounts are in lakhs of Indian Rupees unless otherwise stated) Year ended March 31, 2012 Cash flows from operating activities Net profit before taxation Adjustments for: Depreciation on fixed assets (Profit)/loss on sale of fixed assets-net Deferred Income recognised Interest income Interest and finance charges Operating profit before working capital changes (Increase)/Decrease in inventories (Increase)/Decrease in trade receivables (Increase)/Decrease in loans and advances (Increase)/Decrease in claims receivable Increase/(Decrease) in current liabilities and provisions Increase/(Decrease) in provisions Cash generated from operations Direct taxes paid (net of refunds) Net cash from/(used in) operating activities Cash flows (used in) / from investing activities Purchase of fixed assets (including capital work-in-progress) Proceeds from sale of fixed assets (Increase)/Decrease in other bank balances Interest received Net cash from/(used in) investing activities Cash flows (used in) / from financing activities Term loans availed during the year Term loans repaid during the year Increase/(decrease) in other borrowings from other parties Public deposits accepted during the year Public deposits repaid during the year Dividends paid Tax on dividends paid Interest and finance charges paid Net cash (used in)/from financing activities Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Year ended March 31, 2011
3,217.58 4,184.12 (129.40) (4.40) (86.95) 3,801.16 10,982.11 (7,690.35) 105.39 78.84 77.37 2,073.89 19.03 5,646.28 (489.82) 5,156.46
2,316.30 3,706.02 (30.04) (4.40) (14.77) 3,463.87 9,436.98 (725.43) 398.94 (927.60) 22.05 (451.72) 1.04 7,754.26 (328.83) 7,425.43
(5,087.21) 252.96 20.36 86.95 (4,726.94)
(4,654.44) 187.31 (35.56) 14.77 (4,487.92)
29,150.00 (22,569.87) (1,443.98) (777.32) (789.74) (128.11) (3,835.36) (394.38) 35.14 851.01 886.15
15,360.15 (15,893.83) 1,574.04 172.21 (530.17) (484.98) (80.56) (3,485.94) (3,369.08) (431.57) 1,282.58 851.01
36

(All amounts are in lakhs of Indian Rupees unless otherwise stated) Year ended March 31, 2012 a) Components of cash and cash equivalents Cash and cheques on hand Balances with Scheduled Banks - in current accounts - in unpaid dividend accounts (restricted)* 809.85 9.81 886.15 746.60 11.56 851.01 66.49 92.85 Year ended March 31, 2011
* These balance are not available for use by the Company as they represent corresponding unpaid dividend liabilities.
As per our report attached of even date For and on behalf of the Board of Directors of For S.R. BATLIBOI & ASSOCIATES HATSUN AGRO PRODUCT LIMITED Chartered Accountants Firm Registration No. 101049W Sd/Sd/Sd/Sd/per S. BALASUBRAHMANYAM R.G. CHANDRAMOGAN K.S. THANARAJAN S. CHANDRASEKAR Partner, Membership No.053315 Chairman & Managing Director Joint Managing Director Company Secretary Place : Chennai Date : May 21, 2012
37

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012
(All amounts are in lakhs of Indian Rupees unless otherwise stated)
1. Basis of preparation, presentation and disclosure of financial statements

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The Company has also reclassified the previous year figures in accordance with the requirements applicable in the current year.
2. Summary of significant accounting policies

a. Use of estimates The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the managements best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. b. Fixed assets Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use and includes freight, duties and taxes and other incidental expenses related to the acquisition. Borrowing costs directly attributable to acquisition of those fixed assets which necessarily take a substantial period of time to get ready for their intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Capital work-in-progress represents cost of assets not ready for intended use as at the balance sheet date. c. Impairment of fixed assets i. The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.
ii
iii
38

(All amounts are in lakhs of Indian Rupees unless otherwise stated) d. Depreciation Depreciation on assets is provided using the straight-line method based on rates specified in Schedule XIV of the Companies Act, 1956 or on estimated useful lives of assets estimated by the management, whichever is higher. Individual assets costing less than Rs.0.05 are depreciated fully in the year of purchase. The estimated useful lives considered for depreciation / amortisation of fixed assets are as follows: Sl No. Asset category Estimated Useful Life (years) 29 4-21 1-3 5-16 3-5 10 3 -5 years or over the lease period if lower than the estimated useful life
Tangible assets
1. 2. 3. 4. 5. 6. 7. Buildings Plant and machinery Cans, crates and puff boxes (included in plant and machinery) Furniture & Fixtures Office Equipment Vehicles Leasehold improvements
Intangible assets
8. e. Software 3-5
Leased assets
Finance Lease
Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Such assets are capitalized at fair value of the asset or present value of the minimum lease payments at the inception of the lease, whichever is lower. Lease payments are apportioned between finance charges and reduction of the lease liability at the implicit rate of return. Finance charges are charged to the statement of profit and loss. Lease management fees, legal charges and other initial direct costs are capitalised. If there is no reasonable certainty that the Company will obtain the ownership by the end of the lease term, capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.
Operating Lease
Leases, where the lessor, effectively retains substantially all the risks and benefits of ownership of the leased asset, are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight line basis over the lease term. f. Inventories Raw materials, packing materials, components, stores and spares are valued at lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost of raw materials, packing materials, components and stores and spares is determined on a weighted average basis. Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of finished goods includes excise duty and is determined on a weighted average basis.
39

(All amounts are in lakhs of Indian Rupees unless otherwise stated) Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. g. Revenue recognition Revenue from sale of goods is recognised on despatch of goods to customers which corresponds with transfer of all significant risks and rewards of ownership. The amount recognized as sale is exclusive of sales tax and trade and quantity discounts. Interest income on deposits is recognized on the time proportionate method taking into account the amount outstanding and the rate applicable. Royalty income is recognized on accrual basis. h. Foreign currency transactions and balances (i) Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. (ii) Conversion Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items which are measured in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. Non-monetary items, which are carried at fair value or other similar valuation denominated in a foreign currency are translated using the exchange rates that existed when the values were determined. (iii) Exchange Differences Exchange differences arising on the settlement of monetary items or on reporting Companys monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expense in the year in which they arise. i. Taxation Tax expense comprises current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognized only to the extent there is a reasonable certainty that the assets can be realized in future. Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably certain to be realized. MAT credit is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the Minimum Alternative tax (MAT)
40

(All amounts are in lakhs of Indian Rupees unless otherwise stated) credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the statement of profit and loss and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period. j. Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. k. Government grants Grants and subsidies from the government are recognised when there is reasonable assurance that the grant / subsidy will be received and all attaching conditions will be complied with. Government grants related to depreciable fixed assets are treated as deferred income which is recognised in the statement of profit and loss over the useful life of the asset in the proportion in which the depreciation on those assets is charged. l. Employee benefits i. Short term employee benefit plans All short term employee benefit plans such as salaries, wages, bonus, special awards and medical benefits which fall due within 12 months of the period in which the employee renders the related services which entitles him to avail such benefits are recognized on an undiscounted basis and charged to the statement of profit and loss. ii. Defined Contribution Plan Contributions to the provident funds are made monthly at a predetermined rate to the Regional Provident Fund Commissioner and debited to the statement of profit and loss on an accrual basis. There is no other obligation of the Company except the contribution to the provident fund. iii. Defined Benefit Plan The Company has an arrangement with Life Insurance Corporation of India (LIC) to administer its gratuity scheme. The contribution paid/payable is debited to the statement of profit and loss on an accrual basis. Liability towards gratuity is provided on the basis of an actuarial valuation using the Projected Unit Credit method and debited to the statement of profit and loss on an accrual basis. Actuarial gains and losses arising during the year are recognized in the statement of profit and loss. iv. Leave Salary Short term encashment of accumulated leave balances are accounted for in the year in which the leave balances are credited to employees on actual basis.
41

(All amounts are in lakhs of Indian Rupees unless otherwise stated) m. Cash flow statements Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a noncash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Company are segregated. Cash and cash equivalents in the cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less. n. Provisions A provision is recognised when the Company has a present obligation as a result of past event, 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 its 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. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit and loss net of any reimbursement. o. Measurement of EBITDA The Company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The Company measures EBITDA on the basis of profit from continuing operations. In its measurement, the Company does not include depreciation and amortization expense, finance costs and tax expense.
42

(All amounts are in lakhs of Indian Rupees unless otherwise stated) March 31, 2012 March 31, 2011
SHARE CAPITAL
Authorised shares 250,000,000 equity shares of Re.1/- each (March 31, 2011: 50,000,000 equity shares of Rs.2/- each) 500,000 preference shares of Rs.100/- each (March 31, 2011: 2,000,000 preference shares of Rs.100/- each) During the year, the Company has reclassified 1,500,000 preference shares of Rs.100/- each into 150,000,000 equity shares of Re.1/- each Issued capital 107,821,648 equity shares of Re.1/- each (March 31, 2011: 35,962,216 equity shares of Rs.2/- each) 1,078.22 Subscribed and fully paid 107,691,648 equity shares of Re.1/- each (March 31, 2011: 35,897,216 equity shares of Rs.2/- each) 1,076.92 Subscribed and not fully paid 130,000 ( Previous year 65,000) equity shares of Re.1/[Partly paid up for Re.0.25/-(Previous year Re.0.50/-)] per share, forfeited 0.33 1,077.25 0.33 718.27 0.33 0.33 717.94 1,076.92 717.94 719.24 1,078.22 719.24 3,000.00 3,000.00 500.00 2,000.00 2,500.00 1,000.00
a.
Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Subscribed and fully paid Particulars March 31, 2012 Nos. At the beginning of the year Sub division of equity shares of face value Rs.2/- each to Re.1/- each Issued during the year - Conversion of Debentures Issued during the year - Bonus issue Outstanding as at the end of the year 35,897,216 35,897,216 35,897,216 107,691,648 Rs. 717.94 358.98 1,076.92 March 31, 2011 Nos. 33,944,090 1,953,126 35,897,216 Rs. 678.88 39.06 717.94
During the year, the Company has sub divided equity shares of face value Rs.2/- into equity shares of face value of Re.1/-. The Company has also allotted 1 bonus share for every 2 shares held, credited as fully paid up, during the year.
43

(All amounts are in lakhs of Indian Rupees unless otherwise stated) Subscribed and not fully paid Particulars March 31, 2012 Nos. At the beginning of the year Sub division of equity shares of face value Rs.2/- each to Re.1/- each Outstanding as at the end of the year 65,000 65,000 Rs. 0.33 March 31, 2011 Nos. 65,000 Rs. 0.33 -
130,000
0.33
65,000
0.33
b.
Terms/ Rights attached to Equity shares The Company has only one class of equity shares having par value of Re.1/- per share ( March 31, 2011 Rs.2/-). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31 March 2012, the amount of per share dividend recognized as distributions to equity shareholders was Rs.1.30 (31 March 2011: Rs.1.10). In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential payments. The distribution will be in proportion to the number of equity shares held by the shareholders.
c.
Aggregate number of bonus shares issued during the period of five years immediately preceding the reporting date March 31, 2012 Equity shares allotted as fully paid bonus shares by capitalisation of Capital Redemption Reserve 35,897,216 (March 31, 2011: Nil) equity shares of Re.1/- each issued as fully paid bonus shares by capitalisation of Capital Redemption Reserve 35,897,216 March 31, 2011 -
d.
Details of shareholders holding more than 5 % shares in the Company Particulars March 31, 2012 Nos. % holding March 31, 2011 Nos. % holding
Equity shares of Re.1/- each (March 31, 2011: Rs.2/- each) fully paid Mr. Chandramogan R.G. Mr. Sathyan C 61,756,974 9,897,237 57.35 9.19 20,489,883 3,293,079 57.08 9.17
As per the records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
44

RESERVES AND SURPLUS

Securities Premium account Balance as per the last financial statements Add: Additions during the year on issue of shares Closing balance Capital reserve Capital redemption reserve Balance as per last financial statements Less: Amount utilised towards issue of fully paid bonus shares Closing balance General reserve Balance as per last financial statements Add : Transferred from Profit and Loss account Closing balance Surplus in the statement of profit and loss Balance as per last financial statements Net profit for the current year Amount available for appropriation Less: Appropriations Dividend - Interim (amount per share Rs. 1.10 ( March 31, 2011: Rs. 1.10) - Final (amount per share Re. 0.20 ( March 31, 2011: Rs.Nil) Tax on dividend Transfer to General reserve Total Appropriations Net Surplus in the statement of profit and loss account Total [A]+[B]+[C]+[D]+[E] [E] 789.74 215.38 163.05 3,180.45 4,348.62 1,226.00 9,694.24 Non Current Portion March 31, 2012 Term From From From loans banks (Secured) banks (Unsecured) other parties (Secured) 10,435.22 318.35 March 31, 2011 9,312.03 415.11 383.15 63.64 187.46 634.25 2,914.43 8,561.20 2,914.43 2,660.19 5,574.62 1,674.13 1,874.55 3,548.68 [D] 986.16 3,180.45 4,166.61 798.70 187.46 986.16 [C] 1,258.00 (358.98) 899.02 1,258.00 1,258.00 3,328.16 3,328.16 74.45 867.22 2,460.94 3,328.16 74.45
[A] [B]
5. LONG-TERM BORROWINGS
Current Maturities March 31, 2012 March 31, 2011 3,605.64 2,500.00 334.50 4,694.77 191.67
Other Loans and advances Deposits from public (Unsecured) Finance lease obligations (Secured) Assets refinance obligations (Secured) Less: Amount disclosed under the head "Other current liabilities" (Refer note 10)
5.03 10,758.60 10,758.60
94.71 29.85 175.19 10,026.89 10,026.89
93.81 18.90 175.19 6,728.04 (6,728.04) -
744.86 40.91 444.42 6,116.63 (6,116.63) -
45
Notes to financial statements for the year ended March 31, 2012
a.
Term loans
(i) Term Loan from Banks (Secured)
S. Name of the Bank/ Tenure of No. Financial institutions loan Security / Guarantee Repayment terms 500.00 55.51 1. Exclusive charge on Coal Boiler in 18 equal quarterly instalments of 1-Dec-06 Salem and Kanchipuram and land at Rs.27.75 commencing after 6 months Kanchipuram. from the date of withdrawal. 2. Land at various location as collateral security. 3. Personal guarantee of Managing Director. 233.33 1. Exclusive charge on land and plant and 54 equal monthly instalments of 26-Sep-07 machinery at filling stations in Madurai and Rs.12.96 commencing after 6 months Avinashi and chilling centre at Vandavasi. from the date of withdrawal. 2. Personal guarantee of Managing Director and Executive director. 950.00 1. First charge on all current assets. 40 equal monthly instalments of 2. Personal guarantee of Managing Director Rs.50 commencing after 1 year from the date of withdrawal. and his spouse. 13-Jul-08
Loan Limit
March 31, March 31, 2012 2011
Loan Start Date
Number of instalments Due after March 31, 2012 -
1. Punjab National Bank
5 years
2. South Indian Bank
5 years
700.00
46
500.00 1. Exclusive charge on ice cream plant at Redhills. 2. Equity shares for atleast 50% of loan amount as Collateral. 3. Personal guarantee of Managing Director. 500.00 -
3. State Bank of India
52 months
2,000.00
4. Punjab National Bank
5 years
1,200.00
840.00 1. First charge on all the movable fixed 18 equal quarterly instalments of 17-Feb-09 assets at Thalaivasal plant. Rs.66.67 commencing after 6 months 2. Fixed assets at various locations specified from the date of withdrawal. as collateral security. 3. Personal guarantee of Managing Director and Executive director. 6 monthly instalments of Rs.25 and 23 monthly instalments of Rs.35 and the remaining in one instalment of Rs.45 commencing after 6 months from the date of withdrawal. 4-Jun-09
5. Axis Bank Ltd.
3 Years
1,000.00
6. ICICI Bank Ltd
5 Years
361.31 1. Exclusive charge on the ice cream plant 18 equal quarterly instalment of 2-Apr-09 Rs.27.78 commencing after 6 months at Salem. 2. Pari-passu first charge on dairy assets at from the date of withdrawal. Salem, Kanchipuram and Belgaum. 3. Personal guarantee of Managing Director and Executive director.
S. Name of the Bank/ Tenure of No. Financial institutions loan Security / Guarantee Repayment terms 22-Dec-09 1,400.15 1. Movable fixed assets at various locations. 30 equal monthly instalments of 2. Personal guarantee of Managing Director. Rs.66.67 commencing after 6 months from the date of withdrawal. 1,500.00 1. Exclusive charge on specified chilling 20 quarterly instalments 6 months centres in various places. moratorium period. 2. Personal guarantee of Managing Director and Executive director. 3,499.88 29-Sep-10 -
Loan Limit
March 31, March 31, 2012 2011
Loan Start Date
Number of instalments Due after March 31, 2012
Standard Chartered Bank -
3 years
2,000.00
Punjab National Bank
5 years
1,500.00

30 20-Sep-08
9 2,499.80
The South Indian Bank 6 years Limited 939.48
5,000.00
10 The South Indian Bank 6 years Limited 800.00 626.58
1,200.00
9-Feb-10
47
11 The South Indian Bank 6 years Limited 675.00
1. Exclusive charge on the Powder plant at Palacode. 1,179.96 2. First charge on plant and machinery at Nagari Village, Madurai and Theekkalur Village depots. 786.66 3. Personal guarantee of Managing Director and Executive director.
60 equal monthly instalments of Rs.83.34 commencing after 1 year from the date of first drawal. 60 equal monthly instalments of Rs.20 commencing after 1 year from the date of first drawal. 60 equal monthly instalments of Rs.13.33 commencing after 1 year from the date of first drawal.
9-Feb-10
47
47
1,400.00 7,900.00 1,800.00 1. First charge on powder and ice cream plant at Salem. 2. Paripassu first charge on dairy assets at Salem, Kanchipuram and Belgaum along with State Bank of India. 3. Extension of first pari passu charges on Palacode dairy plant along with South Indian Bank. 4. Exclusive charges on land & building and plant and machinery at Thalaivasal dairy plant, Chilling Centers at Uthangarai, Sindalavadampatti, Walaja, Polur. 5. Extension of pledge of 110 lakhs shares (60 lakhs from Executive Director and 50 lakhs shares from Managing Director) 14,040.86 14,006.80
12 The South Indian Bank 6 years Limited
1,125.00
900.00 1. First charge on fixed assets of Palacode 60 equal monthly instalments of plant and land at Palacode. Rs.18.75 commencing after 1 year 2. Personal guarantee of Managing Director from the date of first drawal. and Executive Director. 20 quarterly instalments of Rs.100 commencing from the date of first drawal.
19-Mar-09
36
13 ICICI Bank Limited
5 years
2,000.00
14-Sep-10
14
14 ICICI Bank Limited
5 years
7,900.00
20 quarterly instalments of Rs.395 commencing from the date of first drawal.
22-Mar-12
20
(ii) Term Loan from Banks (Unsecured)
S. Name of the Bank/ Tenure of No. Financial institutions loan Security / Guarantee Repayment terms 2,500.00 4 equal instalments of Rs.625 (12, 13, 14 and 15th month) within a period of 15 months. - Unsecured 15-Oct-11
Loan Limit
March 31, March 31, 2012 2011
Loan Start Date
Number of instalments Due after March 31, 2012 4
1.
The Lakshmi Vilas Bank Limited
15 Months
2,500.00
(iii) Term Loan from Other Parties (Secured)
S. Name of the Bank/ Tenure of No. Financial institutions loan Security / Guarantee Repayment terms 300.00 189.63
Loan Limit
March 31, March 31, 2012 2011
Loan Start Date 9-Feb-11
Number of instalments Due after March 31, 2012 23
1.
First Leasing Company of India Limited
3 years
The instalment ranges from Rs.7.92 to Rs.10.04 and paid Monthly in arrears.
48
350.00 225.49 350.00 237.73 652.85 606.78
2.
3 years
The instalments ranges from Rs.9.24 24-Feb-11 to Rs.11.66 and paid Monthly in arrears.
23
3.
3 years
278.14 1) Exclusive charge on equipments as per the deed of hypothecation located in different places. 2) Personal guarantee of Managing Director and Executive Director. 3) Post dated cheques for the entire tenor of the loan. 328.64 1) Exclusive charge on equipments as per the deed of hypothecation located in different places. 2) Personal guarantee of Managing Director and Executive Director. 3) Post dated cheques for the entire tenor of the loan. - 1) Exclusive charge on equipments as per the deed of hypothecation located in different places. 2) Personal guarantee of Managing Director and Executive Director. 3) Post dated cheques for the entire tenor of the loan.
The instalments ranges from Rs.9.08 5-Apr-11 to Rs.11.70 and paid Monthly in arrears.
25
b.
Deposits from public represent fixed deposits (cumulative and non cumulative deposits) which are repayable after 1 or 2 years from date of deposit.
c.
Finance lease obligations is secured by the hypothecation of vehicles taken on lease, personal guarantee of the Managing Director and Executive Director and post dated cheques for the entire tenor of the lease. The lease obligation outstanding is paid monthly in arrears. The instalment amount ranges from Rs.0.12 to Rs.0.82 The number of instalments ranges from 5-17 months.
d.
Asset refinance obligation is secured by the hypothecation of plant and machinery, personal guarantee of the Managing Director and Executive Director and post dated cheques for the entire tenor of the loan. The outstanding amount is to be paid monthly in arrears. The instalment amount ranges from Rs.5.75 to Rs.9.81. The number of instalment ranges from 3-12 months.

DEFERRED TAX LIABILITIES, NET

Deferred tax Liability Fixed assets: Impact of difference between tax depreciation and depreciation charged for financial reporting Deferred Tax Asset Impact of expenditure charged to the statement of profit and loss in the current year but allowed for tax purpose on payment basis 2,604.64 2,415.79
(64.51) 2,540.13
(41.05) 2,374.74
OTHER LONG TERM LIABILITIES

Deferred Income 61.25 61.25 65.65 65.65
PROVISIONS
Long Term March 31, 2012 Provision for employee benefits Provision for leave benefits Others Provisions Income Tax (Net) Fringe Benefit Tax (Net) Proposed dividend Provision for tax on proposed dividend March 31, 2011 Short Term March 31, 2012 88.01 88.01 215.38 34.94 250.32 338.33 March 31, 2011 68.98 68.98 56.48 20.00 76.48 145.46
SHORT TERM BORROWINGS

March 31, 2012 Short term loans from banks Secured Unsecured Deposits from Public (Unsecured) Loans repayable on demand from banks Cash credit (Secured) Overdraft facilities (Unsecured) Packing credit (Unsecured) Other loans and advances Factoring credit (Unsecured) 8,000.00 7,317.76 1,248.03 16,565.79 2,000.00 2,000.00 31.56 6,570.67 150.69 402.85 2,394.31 13,550.08 March 31, 2011
Secured short term loan has been availed from Yes Bank Limited and is secured by exclusive charge on unencumbered plant and machinery to the extent of Rs.2,000. The facility has been personally guaranteed by Managing Director. Further, shares aggregating to1.5 times of the loan amount has been pledged by the Managing Director. Cash credit facility has been availed from State Bank of India and is secured by a first charge on all the current assets and pari-passu first charge with ICICI Bank Limited over existing fixed assets of the Company pertaining to Salem, Kanchipuram and Belgaum locations. Further, this facility has been personally guaranteed by Managing Director and his spouse.
49

10 OTHER CURRENT LIABILITIES

(a) Trade payables (Refer note below) (b) Other liabilities Current maturities of long-term borrowings Unclaimed matured deposits and interest accrued thereon Deferred Income Interest accrued but not due on borrowings Investor Education & Protection Fund shall be credited by following amount (as and when due) - Unclaimed dividend Others - Interest free security deposits from customers - Capital creditors - Advances received from customers - Accrued Salaries and Benefits - Statutory payable 2,155.85 170.50 84.83 166.04 397.93 9,737.92 2,460.21 153.98 226.62 152.35 294.67 9,474.37 9.81 11.55 6,728.04 14.10 4.40 6.42 6,116.63 13.34 4.40 40.62 6,053.37 3,665.82
Note : There are no overdue amounts payable to Micro and Small Enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 based on information available with the Company. Further, the Company has not paid any interest to any Micro and Small Enterprises during the year ended March 31, 2012 and March 31, 2011.
50
11. FIXED ASSETS Original Cost

Additions Deletions As at March 31, 2012 As at April 1, 2011 For the Year Deletions As at March 31, 2012 As at March 31, 2012
Depreciation and Amortisation
Net Book value

As at March 31, 2011
Description
As at April 1, 2011
Tangible assets 67.22 523.74 4,215.96 (470.60) 38,058.38 12,686.30 3,372.91 (438.74) 12,037.92 1,448.75 392.86 1,841.61 15,620.47 (17.35) 2,007.38 2,007.38 10,196.31 22,437.91 1,957.51 10,065.43 21,626.72
Land
1,957.51
Buildings
11,514.18
Plant and machinery (including computer equipment and accessories) 82.82 130.20 22.15 238.61 5,280.70 6,196.26 (249.52) 49,632.81 11,563.28 (648.43) 54,265.08 15,061.57 617.37 120.42 (137.23) 595.83 280.92 (3.56) 436.59 244.56 41.71 60.61 151.15 4,076.92 3,591.20 (19.69) 511.61 280.62 57.68 (14.65) (2.03) (69.45) (524.87) (92.91)
34,313.02
Electrical fittings
323.65 284.24 272.08 271.57 18,613.62 15,061.57
187.96 152.35 323.75 345.80 35,651.46 34,571.24
167.86 65.39 429.99 258.34 34,571.24
51
278.86 278.86 321.36 5,559.56 6,517.62 (380.23) (648.43) (130.71) 600.22 321.36 54,865.30 49,954.17 600.22 24.87 24.87 40.10 15,086.44 11,603.38 107.20 107.20 114.82 4,184.12 3,706.02
Furniture and Fittings
448.48
Office equipment
309.95
Vehicles*
710.91
Lease Hold Improvements
378.76
Sub Total
49,632.81
Previous year
43,686.07
Intangible assets (130.05) (524.87) (222.96) 132.07 132.07 24.87 18,745.69 15,086.44 468.15 468.15 296.49 36,119.61 34,867.73 34,867.73 296.49 296.49
Computer software
321.36
Sub Total
321.36
Previous year
130.71
Total
49,954.17
Previous year
43,816.78
*Vehicles includes assets costing Rs.75.48 (previous year Rs.238.27) acquired on finance lease. The current year depreciation charge on these assets amounts to Rs.7.17 (previous year Rs.18.89) .The net block of these assets amounts to Rs.63.09 (previous year Rs.199.88).

12 LOANS AND ADVANCES

Non current March 31, 2012 Capital Advances Unsecured, considered good Security Deposits Unsecured, considered good Advances recoverable in cash or in kind or for value to be received Unsecured, considered good Other loans and advances Unsecured, considered good : Advance to Suppliers Salary advance Advance income tax (Net of provision for taxation) MAT credit entitlement 891.63 1,013.21 657.69 1,077.42 21.34 2,802.57 3,094.01 185.40 15.11 1,204.24 11.53 374.12 138.88 2,206.60 1,739.36 121.58 419.73 March 31, 2011 Current March 31, 2012 March 31, 2011
13 OTHER ASSETS
Non current March 31, 2012 Claims Receivable (Unsecured Considered good, unless stated otherwise) March 31, 2011 Current March 31, 2012 March 31, 2011
42.38 42.38
119.75 119.75
14 INVENTORIES (valued at lower

of cost and net realisable value) March 31, 2012 Raw materials and packing materials Work-in-progress Finished goods manufactured traded 7,475.86 9.19 1,204.66 14,121.94 2,023.78 51.68 1,131.33 6,431.59 4,514.24 917.99 March 31, 2011 2,407.11 817.69
Stores, spares and loose tools
52

15 TRADE RECEIVABLES
Trade receivables outstanding for a period exceeding six months from the date they are due for payment - Secured, considered good - Unsecured, considered good Doubtful 1.88 1.88 Other debts - Secured, considered good - Unsecured, considered good Doubtful 611.34 248.40 859.74 861.62 643.69 322.27 965.96 967.01 0.62 0.43 1.05
Less: Allowance for bad and doubtful debts
Less: Allowance for bad and doubtful debts
16 CASH AND BANK BALANCES

Non current March 31, 2012 Cash and cash equivalents (a) Cash on hand (b) Balance with banks - On current accounts - On unpaid dividend accounts Other Bank balances Margin money or security against borrowings, guarantees or 130.84 130.84 1,016.99 151.20 151.20 1,002.21 other commitments 809.85 9.81 886.15 746.60 11.56 851.01 66.49 92.85 March 31, 2011 Current March 31, 2012 March 31, 2011
53

17
Revenue from operations

Sale Products (a) Finished Goods Milk Milk products Ice cream Cattle feed (b) Traded Goods Cattle feed Other operating revenue (c) Royalty (d) Scrap sales and others Revenue from Operations (Net) 108,566.78 37,251.83 11,578.68 2,221.60 709.94 7.52 134.55 160,470.90 87,161.06 35,357.82 9,149.61 1,306.17 2,308.13 7.26 289.43 135,579.48
18
Other Income
Interest income Bank deposits Interest on inter corporate deposits, electricity deposits, etc. 18.14 68.81 129.40 117.87 334.22 9.74 5.03 30.04 105.89 150.70
Profit on sale of assets, net Freight recoveries and others
19
Cost of raw materials, packing materials and components consumed

Inventory at the beginning of the year Add: Purchases 2,407.11 127,654.50 130,061.61 Less: Inventory at the end of the year Cost of raw materials, packing materials and components consumed Details of raw materials, packing materials and components consumed Milk Others Details of Inventory Raw materials, packing materials and components Butter Packing film Cattle Feed Others 3,064.46 426.21 100.97 922.60 4,514.24 172.77 530.30 152.54 1,551.50 2,407.11 1,711.68 1,711.68 97,490.39 28,056.98 125,547.37 75,904.88 23,858.27 99,763.15 4,514.24 125,547.37 1,878.35 100,291.91 102,170.26 2,407.11 99,763.15
20
Purchases of traded goods - cattle feed
564.90 564.90
54

(All amounts are in lakhs of Indian Rupees unless otherwise stated) March 31, 2012 March 31, 2011 (Increase) / Decrease
21 (Increase)/decrease in work-in-progress and finished goods

Inventory at the beginning of the year Traded goods Work-in-progress Finished goods 51.68 817.69 2,023.78 2,893.15 Inventory at the end of the year Traded goods Work-in-progress Finished goods 9.19 917.99 7,475.86 8,403.04 (Increase)/decrease in work-in-progress and finished goods 51.68 817.69 2,023.78 2,893.15 42.49 (100.30) (5,452.08) (5,509.89) 78.14 411.26 2,597.03 3,086.43 26.46 (406.43) 573.25 193.28
(5,509.89)
193.28
Details of Inventory Traded goods Cattle feed 9.19 9.19 Finished goods Milk products Ice cream Milk Cattle Feed 6,952.62 434.86 55.54 32.84 7,475.86 Work-in-progress Ice cream Milk Milk products 539.43 183.72 194.84 917.99 392.20 407.78 17.71 817.69 1,328.78 541.00 43.11 110.89 2,023.78 51.68 51.68
55

(All amounts are in lakhs of Indian Rupees unless otherwise stated) March 31, 2012 March 31, 2011 3,536.61 217.18 47.37 789.05 4,590.21
22 Employee benefit expenses

Salaries, wages and bonus Contribution to provident and other funds Gratuity Expense ( Refer note : 25 (j)) Staff welfare expenses 4,123.12 247.08 37.93 830.09 5,238.22
23 Other expenses
Consumption of stores and spares Power and fuel [net of power credits of Rs.7.91 (March 31, 2011 : Rs.10.69)] Rent Repairs & Maintenance - Plant and machinery - Building - Others Insurance Rates and taxes Legal and professional expenses Payment to the auditors ( Refer Note below ) Sales promotion expenses Commission on sales Freight outwards Printing and stationery Service Charges Donations Directors sitting fees Travelling and conveyance Exchange differences, net Miscellaneous expenses 1,085.05 177.84 364.29 188.77 254.49 226.31 28.00 3,647.18 148.98 5,462.96 182.12 2,648.85 9.09 3.18 1,487.93 12.89 908.17 23,600.86 Payment to Auditors (excluding service tax) As auditor : - Statutory Audit Fee - Limited review - Reimbursement of expenses 23.50 4.00 0.50 28.00 21.25 3.75 0.30 25.30 3,142.88 372.90 8.83 61.29 3,585.90 723.82 154.98 290.01 197.12 326.08 222.38 25.30 2,773.49 129.12 4,994.02 162.33 1,961.17 4.46 1.60 1,176.80 67.57 797.73 19,857.36 987.06 4,529.31 1,248.39 736.40 4,163.46 949.52
24 Finance Cost
Interest expenses Other borrowing costs Interest on Income Tax Bank charges 3,362.17 428.12 10.87 43.57 3,844.73
56

25 Other disclosures
a. Contingencies Particulars As at March 31, 2012 As at March 31, 2011
Claims made against the Company not acknowledged as debts in respect of sales tax and income tax matters Income tax matters (Refer note (i) and (ii) below) Sales tax matters (Refer note (iii) below) Export obligations: The Company has imported certain items at concessional rates of customs duty under the Export Promotion Capital Goods Scheme (EPCG). As at the Balance Sheet date, total Export Obligations under the EPCG Scheme is USD 375.91 lakhs (March 31, 2011: USD 375.91 lakhs) which is to be fulfilled over a period of eight years from the date of the licenses. As at March 31, 2012, the Company has fulfilled Export Obligations amounting to USD 321.85 lakhs (March 31, 2011: USD 317.79 lakhs) and has outstanding Export Obligation of USD 54.06 lakhs (March 31, 2011: USD 58.12 lakhs). The Company is confident that it will fulfill the obligation under the EPCG Scheme. Note (i) : In respect of the Income tax assessment year 1996-1997, the Companys claim for deduction towards non-compete fees of Rs.400 was disallowed by the Income tax Assessing Officer. The Commissioner of Income tax (Appeals) ruled in favour of the Company. However, the Income tax Appellate Tribunal has upheld the disallowance of the aforesaid expenditure and the Company has filed an appeal in the High Court of Judicature, Madras. Managements estimate of the tax impact of such disallowance is Rs.150 (including estimated interest but excluding penalties etc, if any). Based on the expert advice, the management believes that the Company has strong case and hence, no provision and consequential adjustments, if any for such disputed amount have been considered in the financial statements. Contingent liabilities relating to income tax matters of previous year includes Rs.260.92 (includes Rs.50 paid under protest) relating to financial year 2007-08 due to disallowance of certain sales promotion expenses and interest expense. During the current year, the Company has obtained a favourable order relating to this dispute. Further, the Company had received income tax demand aggregating Rs.123.14 on same issues as described above, for the financial year 2008-09. Considering the favourable order obtained by the Company on these issues for financial year 2007-08, the Management believes that the tax exposure for the financial year 2008-09 to be remote. The Company had made an application under Samadhan Scheme and has paid an amount of Rs.4.80 (gross tax amount is Rs.9.32) towards the full settlement of the liability. The Company is yet to receive the orders from the Sales Tax department. 150.00 4.52 410.92 9.32
Note (ii) :
Note (iii) :
b.
Capital commitments Particulars As at March 31, 2012 As at March 31, 2011
Estimated amount of contracts remaining to be executed on capital account (net of capital advances) and not provided for 921.57 647.82
57

(All amounts are in lakhs of Indian Rupees unless otherwise stated) c. Segment Information Primary segment The Companys operations predominantly relate to manufacture and sale of milk, milk products and ice cream and this is the only primary reportable segment. The Company primarily operates only in one geographical segment, since income is predominantly derived from goods sold in India. The Company has closed its rural retail operations during the previous year. The same was disclosed as others segment during the previous year. d. Related party disclosures
Related parties of the Company

Individuals having control over the entity Key management personnel Mr. K.S. Thanarajan (Joint Managing Director) Mr. C. Sathyan (Executive Director) Transactions and balances with related parties: Particulars Managerial remuneration Mr. R.G. Chandramogan Mr. K.S. Thanarajan Mr. C. Sathyan 39.50 42.28 37.54 37.32 40.10 35.46 March 31, 2012 March 31, 2011 Mr. R.G. Chandramogan (Chairman and Managing Director)
Dividends Mr. R.G. Chandramogan Mr. K.S. Thanarajan Mr. C. Sathyan 452.88 6.84 72.58 225.39 5.01 36.22
Balance at the year end Proposed dividend Mr. R.G. Chandramogan Mr. K.S. Thanarajan Mr. C. Sathyan 127.28 1.87 19.79 -
58

(All amounts are in lakhs of Indian Rupees unless otherwise stated) e. Movement in Deferred Income Particulars Year ended March 31, 2012 Opening balance of subsidy Less: Subsidy returned during the year Less: Income recognized during the year Closing balance of subsidy f. 70.05 (4.40) 65.65 Year ended March 31, 2011 74.45 (4.40) 70.05
Consumption of imported and indigenous raw materials, packing materials and stores and spares (i) Raw materials and packing materials Particulars Year ended March 31, 2012 % Imported Indigenous Total (ii) Stores and Spares Particulars % Imported Indigenous Total 0.07 99.93 100.00 Year ended March 31, 2012 Value 0.67 986.39 987.06 Year ended March 31, 2011 % 1.74 98.26 100.00 Value 12.84 723.56 736.40 0.29 99.71 100.00 Value 359.89 125,187.48 125,547.37 Year ended March 31, 2011 % 0.21 99.79 100.00 Value 213.47 99,549.68 99,763.15
g.
Other financial information (i) Earnings in foreign exchange (Accrual basis) Particulars Year ended March 31, 2012 Exports on FOB basis Royalty income Total ii) CIF Value of Imports Particulars Year ended March 31, 2012 Raw materials and packing materials Components and spare parts Capital goods Total 263.71 6.45 327.94 598.10 Year ended March 31, 2011 290.71 12.84 206.42 509.97 526.10 7.52 533.62 Year ended March 31, 2011 7,385.19 7.26 7,392.45
59

(All amounts are in lakhs of Indian Rupees unless otherwise stated) (iii) Expenditure in foreign currency (on accrual basis) Particulars Year ended March 31, 2012 Travel expenses Professional charges Interest on Debentures Others Total (iv) Net dividend remitted in foreign exchange Particulars Year ended March 31, 2012 Period to which it relates (Final Dividend) Number of non-resident shareholders Number of equity shares held on which dividend was due Amount of dividend remitted in foreign exchange* Period to which it relates (Interim Dividend - 1) Number of non-resident shareholders Number of equity shares held on which dividend was due Amount of dividend remitted in foreign exchange* Period to which it relates (Interim Dividend - 2) Number of non-resident shareholders Number of equity shares held on which dividend was due Amount of dividend remitted in foreign exchange* 2011-12 3 3,861,752 42.48 Year ended March 31, 2011 2009-10 2 2,481,750 5.85 2010-11 2 2,481,750 11.70 2010-11 3 1,930,876 9.65 5.79 13.33 23.23 42.35 Year ended March 31, 2011 7.12 16.88 39.84 31.94 95.78
*Dividends remitted to non-resident shareholders in INR in their bank accounts maintained in India are not included here. (v) Derivative instruments and unhedged foreign currency exposure Unhedged foreign currency exposure: March 31, 2012 Particulars Foreign Currency FCY USD USD USD USD EUR Amount in FCY Amount in Rs. March 31, 2011 Amount in FCY Amount in Rs.
Trade receivables Advance from Customers Trade payables Capital Advance to Suppliers Capital Advance to Suppliers
77,964 21,677 34,950 7,360
39.88 11.09 17.88 5.03
124,605 57,605 -
55.66 25.73 -
60

(All amounts are in lakhs of Indian Rupees unless otherwise stated) h. Outstanding lease obligations
Finance lease obligations

Vehicles include vehicles obtained on finance lease. The lease term is for three years. Particulars Year ended March 31, 2012 Year ended March 31, 2011
Future minimum lease payments

Total minimum lease payments at the year end Less : amount representing finance charges Present value of minimum lease payments (Rate of interest: 9.07% - 13% p.a.) Lease payments for the year Minimum Lease Payments Not later than one year [Present value Rs.18.90 as on March 31, 2012 (Rs.40.91 as on March 31, 2011)] Later than one year but not later than five years [Present value Rs.5.03 as on March 31, 2012 (Rs.29.85 as on March 31, 2011)] Later than five years i. Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. Potential equity shares with anti-dilutive effects are not considered for calculating diluted earnings per share. Particulars Year ended March 31, 2012 Net Profit after taxation Add: Interest on Debentures ( Net of taxes) Net Profit considered for computing diluted EPS Weighted average number of equity shares in calculating basic EPS Add: Weighted average number of potential equity shares outstanding Weighted average number of equity shares in calculating diluted EPS Basic EPS (in Rs.) Diluted EPS (in Rs.) 2,660.19 2,660.19 107,691,648 107,691,648 2.47 2.47 Year ended March 31, 2011 1,874.55 66.96 1,941.51 103,785,396 5,000,000 108,785,396 1.81 1.78 5.14 31.80 20.27 45.85 25.41 (1.48) 23.93 51.76 77.65 (6.89) 70.76 79.88
61

(All amounts are in lakhs of Indian Rupees unless otherwise stated) j. Employee Benefits The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with LIC in the form of a qualifying insurance policy. Reconciliation of opening and closing balances of the present value of defined benefit obligation: Particulars Year ended March 31, 2012 Projected benefit obligation at the beginning of the year Current service cost Interest cost Actuarial (gain)/ loss Benefits settled Projected benefit obligation at the end of the year 282.30 54.12 22.58 (11.64) (20.83) 326.53 Year ended March 31, 2011 237.07 44.99 18.96 5.17 (23.89) 282.30
Change in fair value of plan assets: Particulars Year ended March 31, 2012 Fair value of plan assets at the beginning of the year Expected return on plan assets Actuarial gain / (loss) Employer contributions Benefits paid Fair value of plan assets at the end of the year 286.18 27.13 51.87 (20.83) 344.35 Year ended March 31, 2011 215.37 21.75 72.95 (23.89) 286.18
Net employee benefit expense recognized towards gratuity is as follows: Particulars Year ended March 31, 2012 Current Service cost Interest cost on benefit obligation Expected returns on plan assets Recognized net actuarial (gain)/ loss Net gratuity costs Actual return on planned Assets Estimated contribution to the plan in the next accounting period 54.12 22.58 (27.13) (11.64) 37.93 27.13 60.00 Year ended March 31, 2011 44.99 18.96 (21.75) 5.17 47.37 21.75 75.00
62

(All amounts are in lakhs of Indian Rupees unless otherwise stated) Amounts for the current and previous four periods are as follows: Particulars Defined benefit obligation Plan assets (Surplus)/deficit Experience adjustments on plan liabilities Experience adjustments on plan assets 31-Mar-12 326.53 344.35 (17.83) (11.64) 31-Mar-11 282.30 286.18 (3.88) 5.17 31-Mar-10 237.07 215.37 21.70 30.60 31-Mar-09 174.76 180.00 (5.24) 4.60 (0.49) 31-Mar-08 141.18 101.60 39.58 (12.33) (2.04)
Financial Assumptions at Balance Sheet date:

Particulars Discount rate Attrition rate Estimated rate of return on plan assets March 31, 2012 8% p.a 1-3% p.a 8% p.a March 31, 2011 8% p.a. 1-3% p.a. 8% p.a.
The fund is 100% administered by Life Insurance Corporation of India (LIC). The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the year over which the obligation is to be settled. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. k. The Company has a centralized treasury function where all the term loans and other borrowings in addition to the cash generated from operations are pooled through common bank accounts to optimally use funds and reduce the interest cost to the Company. During the year, the Company has used funds raised on short term basis from banks and others to purchase certain fixed assets aggregating to Rs.6,230.24 (March 31, 2011 Rs.7,280). During the year 2011-12, the Company has raised long term loan for Rs.7,900 from ICICI Bank to narrow down the short term and long term mismatch. Most of the short term loans with interest advantage have been in the nature of being rolled over long term. As the Company generates better profits, the long term short term mismatch will come down substantially. Till the year ended March 31, 2011, the Company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to current years classification. For and on behalf of the Board of Directors of HATSUN AGRO PRODUCT LIMITED
l.
As per our report attached of even date For S.R. BATLIBOI & ASSOCIATES
Chartered Accountants Firm Registration No. 101049W Sd/per S. BALASUBRAHMANYAM Partner, Membership No.053315
Sd/R.G. CHANDRAMOGAN Chairman & Managing Director
Sd/K.S. THANARAJAN Joint Managing Director
Sd/S. CHANDRASEKAR Company Secretary
63

BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE
I. Registration Details Registration No.
Balance Sheet Date 1 2 7 4 7 2 0 1 Year 2 State Code 1 8
3 1 Date
0 3 Month
II. Capital Raised during the year (Amounts in Rs. Lakhs) Public Issue N I L
Bonus Issue 3 5 9
Rights Issue N I L Private Placement N I L
III. Position of Mobilisation and Deployment of Funds (Amounts in Rs. Lakhs)

Total Liabilities 5 6 8 2 7 Total Assets 5 6 8 2 7
Sources of Funds
Paid-up Capital 1 0 7 6 7 0 Reserves & Surplus 9 Current Liabilities 3 2 6 6 9 9 4 6
Non-Current Liabilities 1 3 3
Application of Funds Net Fixed Assets 3 6

Current Assets 1 8
9 8
6 4
8 6
Long-term Loans and Advances 1 0
IV. Performance of Company (Amounts in Rs. Lakhs)

Turnover (including Other Income) 1 6 0 6 8 + 3 + Profit Before tax 3 2 1 4 8 8 7 + 3 + Total Expenditure 1 5 7 4 7 0 0
Profit After tax 2 6 6
Earning per Share in Rs. 2 .
Dividend Rate % 1 3 0
V. Generic Names of Three Principal Products / Services of Company (as per monetary terms)
Item Code No. (ITC Code) Production Description Item Code No. (ITC Code) Production Description 0 4 MILK 0 1 2 0 . . 0 0 0 0
2 1 0 5 0 0 ICE CREAMS OF ALL VARIETIES
For and on behalf of the Board Sd/R.G. CHANDRAMOGAN Chairman & Managing Director Sd/K.S. THANARAJAN Joint Managing Director
Sd/S. CHANDRASEKAR Company Secretary
64
65
66

$
ATTENDANCE SLIP HATSUN AGRO PRODUCT LIMITED

Regd. Office: No.5A, Vijayaraghava Road, T.Nagar, Chennai 600 017. Name of the Shareholder Folio No./ DP I.D. & Client I.D. No. of shares held
Name of the Proxy
I hereby record my presence at the 27th Annual General Meeting of the Company held on Friday, the 10th August, 2012 at 10.00 a.m. at P. Obul Reddy Hall, Sri Thyaga Brahma Gana Sabha, Vani Mahal, G.N. Chetty Road, T. Nagar, Chennai - 600 017.
Notes: Signature of the Shareholder / Proxy 1. Please fill Attendance Slip and hand it over at the entrance of the meeting hall. 2. If you are attending the meeting in person / by proxy, your copy of Annual Report may please be brought by you/your proxy for reference at the meeting. $
PROXY FORM HATSUN AGRO PRODUCT LIMITED

Regd. Office: No.5A, Vijayaraghava Road, T.Nagar, Chennai 600 017. Folio No./DP I.D. & Client I.D. I/We ..................................................................................of ................................................................................. being a member/members of Hatsun Agro Product Limited hereby appoint ........................................................ ........................................................................of ................................................................................or failing him .....................................................................................of ..................................................................................as my/our Proxy to attend and vote on behalf of me/us at the 27th Annual General Meeting to be held on Friday, the 10th August, 2012 at 10.00 a.m. or at any adjournment thereof. Signed this ................................................day of..............................2012. Affix 1.00 Re. Revenue Stamp Signature of shareholder Note: The Proxy in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the aforesaid meeting. The Proxy need not be a member of the Company.
67

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Hatsun Agro Product Limited

REGISTERED & CORPORATE OFFICE

COMMITTEES OF THE BOARD AUDIT COMMITTEE

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

SHARE TRANSFER COMMITTEE

Hatsun Agro Product Limited

27th ANNUAL GENERAL MEETING

Notice ....................................................................................... Directors Report ......................................................................

Hatsun Agro Product Limited

Hatsun Agro Product Limited

Hatsun Agro Product Limited

PROFILE OF THE DIRECTORS BEING RE-APPOINTED/APPOINTED

Hatsun Agro Product Limited

Hatsun Agro Product Limited

Hatsun Agro Product Limited

Hatsun Agro Product Limited

Mr. Brian Colman Mullally*

Hatsun Agro Product Limited

Hatsun Agro Product Limited

(d) Total R&D Expenditure as a percentage of Total Turnover

Hatsun Agro Product Limited

II. BOARD OF DIRECTORS

Table 1: Composition of Board of Directors

Name and Designation of the Director

Promoter Executive Director

Hatsun Agro Product Limited

Name and Designation of the Director

Number of Board Meetings during the year 2011-12 Held Attended

Promoter - Executive Director Non-Executive & Independent Director Non-Executive Director

Equity Shares held by NonExecutive Directors

III. AUDIT COMMITTEE

Hatsun Agro Product Limited

The Audit Committee is empowered to

Hatsun Agro Product Limited

IV. REMUNERATION COMMITTEE

Table 3: Attendance record of the Remuneration Committee

Table 4: Remuneration paid to Executive Directors

Hatsun Agro Product Limited

V. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

Table 6: Attendance record of the Shareholders/Investors Grievance Committee

Table 7: Nature of complaints received and redressed during the year

Hatsun Agro Product Limited

VI. OTHER COMMITTEES

The Committee looks after the following:

Hatsun Agro Product Limited

GENERAL BODY MEETINGS

Table 8: Date, time and venue of the last three AGMs.

Hatsun Agro Product Limited

(iv) Share Capital Audit

IX. MEANS OF COMMUNICATION

Hatsun Agro Product Limited

Hatsun Agro Product Limited

Table 9: Market Price Data

Hatsun Agro Product Limited

Table 11: Distribution of Shareholding as on 31st March, 2012