Directors Report of Milk Partners India Ltd.

Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars 2013-2014 2012-2013

Income from Operations 3576.78 1232.19

Profit before depreciation and Tax 3615.52 1296.94

Depreciation 39.95 39.95

Profit/Loss before Tax 1.22 (24.78)

Provision for Tax 0.37 -

Profit/Loss after Tax 0.84 (24.78)

PERFORMANCE REVIEW:

During the year under review, the Company has recorded a turnover of Rs. 3576.78 lakhs and the profit of Rs. 0.84 Lakhs against the turnover of Rs. 1232.19 lakhs and loss of Rs. 24.78 Lakhs in the previous financial year ending 31.03.2013.

The Company has been continuously working on quality up-gradation and cost reduction plans for achieving efficient running of the organisation.

DIVIDEND:

No dividend is proposed to be declared for the year.

PUBLIC DEPOSITS:

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

LISTING:

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

BIFR ORDER:

Hon''ble BIFR vide order dated 06.02.2014 sanctioned the rehabilitation scheme for revival of the Company. Highlights of the Rehabilitation scheme:

1. De-rating of capital by 60% against the accumulated losses and further consolidated into Rs. 4,74,46,640/- divided into 47,17,328 Equity Shares of Rs.10/- each and 54,672 Equity shares of Rs. 5/- each

2. Partial Conversion of unsecured loans in to equity amounting to Rs. 3,00,00,000 divided into 30,00,000 equity shares of Rs. 10/- each fully paid up.

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

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

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

CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of 10/- each, Paid up share capital is Rs. 7,74,46,640/- divided in to 77,17,328 equity shares of Rs. 10/- each and 54,672 equity shares of Rs. 5/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis, which forms part of this Report.

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had 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.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

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

A. Conservation of Energy:

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

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

PARTICULARS OF EMPLOYEES:

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

SUBSIDIARY COMPANY:

The Company does not have any subsidiary company.

CODE OF CONDUCT:

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

AUDITORS:

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

CORPORATE GOVERNANCE:

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

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on Behalf of the Board Milk Partners India Limited

Place: Secunderabad Sd/- Date: 13.08.2014 V. Satyanarayan Reddy Director (DIN: 01836373)

---

Mar 31, 2013

The have pleasure in presenting the 22nd Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars 2012-2013 2011-12

Income 1232.20 1111.38

Expenditure 1256.98 1108.31

Profit / Loss for the year 24.79 3.07

Add: Loss brought forward (1388.32) (1391.41)

Profit / (Loss) carried to Balance (1413.13) (1388.34) Sheet

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 1232.20 lakhs and the profit of Rs. 24.79 Lakhs in the current year against the turnover of Rs. 1111.38 lakhs and profit of Rs. 3.07 Lakhs in the previous financial year ending 31.03.2012.

The Company has been continuously working on quality up-gradation and cost reduction plans for achieving efficient running of the organisation.

DIVIDEND:

No dividend is proposed to be declared for the year.

PUBLIC DEPOSITS:

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

LISTING:

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

CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs.12,00,00,000/- divided into 1,20,00,000 equity shares of 10/- each, Paid up share capital is Rs.1,18,61,600/-divided in to 1,19,30,000 equity shares of Rs. 10/- each (amount of Rs. 6,83,400/- is calls in arrears).

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. V. Satyanarayan Reddy retires by rotation and is eligible for re- appointment. Your Board recommends the re-appointment of Mr. V. Satyanarayan Reddy, Director above.

During the year, Mr. M. Pavan Kumar, Mr. N. Satyanarayan Goud, Mr. Mahaveer Jain and Mr. T. Mahesh Chandra were inducted into Board as Additional Directors of the company, with effect from 14.08.2013 pursuant to the provisions of Section 260 of the Companies Act, 1956. Now the Board proposes to regularize them as Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had 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.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

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

A. Conservation of Energy:

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

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

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

CODE OF CONDUCT:

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

AUDITORS:

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

CORPORATE GOVERNANCE:

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

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, V. Satyanarayan Reddy, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on Behalf of the Board

Ravileela Dairy Products Limited

Sd/-

Place: Secunderabad V. Satyanarayan Reddy

Date: 14.08.2013 Director

---

Mar 31, 2012

To The Members of Ravileela Dairy Products Limited

The have pleasure in presenting the 21st Annual Report with Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars 2011-2012 2010-11

Income 1111.38 1037.57

Expenditure 1108.31 1050.71

Profit / Loss for the year 3.07 (13.14)

Add: Loss brought forward (1391.41) (1378.27)

Profit / (Loss) carried to Balance (1388.34) (1391.41) Sheet

PERFORMANCE REVIEW:

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year''s figures have been reclassified/ regrouped to conform to this year''s classification.

The Company has recorded a turnover of Rs. 1111.38 lakhs and the profit of Rs.3.07 Lakhs in the current year against the turnover of Rs. 1037.57 lakhs and loss of Rs.13.14 Lakhs in the previous financial year ending 31.03.2011.

The Company has been continuously working on quality up-gradation and cost reduction plans for achieving efficient running of the organisation.

DIVIDEND:

No dividend is proposed to be declared for the year.

PUBLIC DEPOSITS:

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

LISTING:

The equity shares of your company are listed on Bombay Stock Exchange

CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs.12,00,00,000/- divided into 1,20,00,000 equity shares of 10/- each, Paid up share capital is Rs.1,18,61,600/-divided in to 1,19,30,000 equity shares of Rs. 10/- each (amount of Rs. 6,83,400/- is calls in arrears).

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. A. Ramana Reddy retires by rotation and is eligible for re- appointment. Your Board recommends the re appointment of the Director above in the best interests of the company.

During the year, Mr. Ankur Bisht was appointed as an additional director on the board w.e.f. 31.10.2011 and he resigned on 17.01.2012. During the year, Mr. J. Madan Mohan Reddy and Mr. P. Srinivas Reddy resigned from the Board w.e.f. 30.01.2012.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had 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.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

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

A. Conservation of Energy:

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

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

PARTICULARS OF EMPLOYEES:

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

CODE OF CONDUCT:

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

AUDITORS:

Your directors propose the appointment of M/s. M M Reddy & Co., Chartered Accountants as statutory auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchange. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on Behalf of the Board

Ravileela Dairy Products Limited

Sd/-

Place: Hyderabad V. Satyanarayan Reddy

Date: 14.08.2012 Director