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Updated:20 Aug, 2019, 13:34 PM IST

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Updated:20 Aug, 2019, 13:39 PM IST

DIRECTORS' REPORT

Dear Shareholders,

1.Your Directors have pleasure in presenting the Twenty Third Annual Report of the Company together with Audited Accounts of the Company for the financial year ended 31st March 2015.

2. COMPANY PERFORMANCE

In a challenging environment for the industry, Your Company has performed successfully in Financial 2014–15 and we had another strong year ended with solid growth and solidified our leading position in the Dairy Industry. Your Company achieved a turnover of Rs. 5269.17 Crores for the year ended on March 31, 2015, registering a growth of 15.10% over the last year turnover of Rs. 4578.05 Crores. Profit before Tax at Rs. 170.46 Crores is 13.26% higher than that of last year of Rs. 150.51 Crores. Profit after Tax for the Financial Year 2014–2015 stood at Rs. 140.93 Crores as compared to Rs. 126.63 Crores in the previous year a growth of 11.29%. Our strong innovation capability has enabled us to access new growth opportunities and we further expect to see this high–margin business will contribute more meaningfully to our net profits and total revenues. The Company is also expanding its distribution capability to maintain its growth momentum.

3. DIVIDEND

Based on the performance of your Company, the Directors are pleased to recommend a final dividend of Rs. 0.10 per equity share of Rs. 1 each i.e 10%, which will be paid after your approval at the Annual General Meeting. The final dividend, if approved by the members of the Company would involve a cash outflow of Rs. 2.19 Crores (excluding dividend tax of Rs. 0.45 crores). The dividend will be paid to members whose names appear on the company's register of members, after giving effect to all valid share transfers in physical form lodged with the Registrar and Transfer Agents (RTA) of the company on or before , and in respect of shares held in electronic form (demat mode), dividend will be paid to those "deemed members" whose names appear in the statement of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) at the close of business hours on 24th September, 2015.

4. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

6. TRANSFER TO RESERVE

The Board of Directors of the Company has recommended a final dividend of Rs. 0.10 per equity share of Rs. 1 each for the financial year 2014–15. As the dividend is up to 10% of the paid up capital, there is no requirement to transfer any amount to the reserve under Companies (Transfer of Profit to Reserve) Rules, 1975.

7. WARRANTS AND ALLOTMENT OF SECURITIES:

Consequent upon receipt of the approval of the members at the Extraordinary General Meeting held on October 18, 2014 and the regulatory approvals to the extent required, your Company had allotted 3,10,88,082 Convertible Warrants @ Rs.48.25 each on preferential basis, convertible into one equity shares of the face value of Re 1/– each for every warrant, out of which 1,55,44,041 warrants are converted into 1,55,44,041 equity shares and received listing and trading approval from both the Stock Exchanges.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,2013, in the prescribed Form AOC–2, is appended as Annexure 1 to the Board's report.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT.

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

10. SIGNIFICANT DEVELOPMENTS

Your Company continues to perform better in the future, the processing facilities have been strengthened with new milk powder plant to manufacture novel dairy products, and has added vertically integrated units for manufacture of UHT Milk, Table Butter, sterilized sweetened flavoured milk and juices, a variety of ethnic products like Dahi, Chhach, Lassi, Paneer, and western dairy products that would include a wide range of cheese and yogurts.

The Company has already undertaken development and in–house testing of many variants of sterilized flavoured sweetened milk, UHT tetra packed variants of flavoured, sweetened and normal milk, table butter in tubs, cream in tetra packs, some variants of cheese and yogurts etc. To secure wide spectrum of the market and the industry, the Company is in the process of re–evaluating and modernising the entire organisational structure. To establish our own critical success factors, the Company is scanning the economic, political and social factors that influence the industry in general and the Company in particular. Against the internal strengths and weaknesses the Company would evaluate the external threats and the available opportunities to secure a pinnacle stature. In the market the Company would like to gain better strength against the competition through a study of the entry barriers, new products, their substitutes, our stakeholder in the value chain such as the suppliers, the customers, and institutions. Best practices would be adopted to dominate the industry and the market.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors formulated the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. The CSR Policy outlines the CSR vision of your Company which is based on embedded tenets of trust, fairness and care. The initiatives undertaken by your Company during the financial year 2014–15 in CSR have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as "Annexure [2]" to this Report.

12. CREDIT RATING

During the year Brickwork Ratings upgrades long term ratings to 'BWR A+' and reaffirms short term ratings 'BWR A1' for Bank Loan facilities aggregating to Rs.1150 crores.

13. FUTURE OUTLOOK

Future outlook of the Indian dairy sector is very encouraging. Milk production is growing at a consistent average rate of about 4% per annum. During 2014–15, milk production touched 147 million metric tonnes. The rate of growth in the GDP has transformed the consumer profile such that the consumption is growing for liquid milk as well as the value added dairy products. Total size of the dairy market during 2014 was estimated at Rs. 5 Lakh Crores and the market is growing at close to 15% annually. The consumer preference is growing for value added products. This a good development for the diary sector because the margins in the value added dairy products are much higher as compared to the processed liquid milk. It is keeping this fact in view that Kwality has created new facilities for new products. To increase procurement of milk through producer–based Village Collection Centres, your Company would be hiring more Milk Chilling Centers (MCC) in the states of Uttar Pradesh, Haryana and Rajasthan.

Milk Procurement System

Livestock farming in India is a subsidiary occupation and is recognized as an instrument for social and economic development. Indian dairy is a classic example of production by masses rather than mass production. The nation's milk supply comes from millions of small producers, dispersed throughout the rural areas. Your Company is contributing substantially, particularly in the Northern India to improve the socio economic condition of the dairy animal holders by implementing a milk producer centric approach to procure milk. We have set up Village Level Collection Centres (VLCs) which are being managed by the Village Service Providers (VSPs).The functioning of the VLCs is monitored by the milk producers.

The company has established a fair and transparent system through installing Automatic Milk Collection Units (AMCUs) at the village level to determine the rate of milk on the basis of quality at the milk producer's door step. AMCU based milk procurement system ensures passing of maximum part of the declared rates to the milk producers. The better price realization is acting as a catalyst to work towards increasing the milk production and productivity. We have been able to reach out to around ample of villages & their families situated across the states of Haryana, Punjab, Rajasthan and Uttar Pradesh.

• Kwality Limited continues to strengthen the milk procurement and milk producer network to ensure that we increasingly procure high quality of raw milk directly from the milk producers.

• Continue to educate and train the milk producers to keep healthy and high producing milk cows and to encourage them to produce clean and good quality of milk.

• Continue to provide facilities for good quality cattle feeds, feed supplements, herbal and allopathic medicines and a trained team of veterinary doctors to provide timely advise for preventive and curative animal health, artificial insemination etc.

New Products & Consumer Brands

With a gradual shift from B2B to B2C business, the Company is enhancing its product portfolio and transforming itself into a complete dairy products FMCG player. Going forward, your company is focused on launching of various new products catering to the increasing health needs of the Indian consumers. This includes launch of variants of flavoured milk for retail consumers, variants of cheese, drinking yoghurt, butter in tubs, cream in tetra packs etc.

14. EXPORTS AND OVERSEAS EXPANSION

Your company is emerged as one of the largest exporter of dairy products from India, exporting across continents like Asia, Africa & Australia and to more than 28 countries including Japan, UAE, Seychelles, Bangladesh, Sri Lanka , Jordan , Niger , Morocco etc.. Apart from exports from India, your company has established "Kwality Dairy Products–FZE, a wholly owned subsidiary in the free trade zone of UAE. This company is engaged in import of dairy products from various countries like Australia, New Zealand and Eastern European countries including Turkey, Ireland, Holland, Poland and Ukraine and selling products, both domestically and export to GCC, Middle East, Far East, Bangladesh, China, Thailand and Africa among others. In FY14–15 the exports of the company showed an increase of 189% at Rs 530.21 Crores in comparison to Rs 183.45 Crores of previous year. In the next fiscal year the Company is expecting to continue this growth in exports due to growing of International market.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

Your Company has a wholly owned subsidiary under the name and style of "Kwality Dairy Products – FZE" in free trade zone of United Arab Emirates to increase its global foot print and to develop and cater to the new markets.

Your Company has prepared Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act, 2013, Clause 32 of the listing agreement and Accounting Standard 21 and 23 of Companies (Accounting Standards) Rules 2006. The Audited Consolidated Financial Statements together with the Independent Auditor's Report thereon are annexed and form part of this Annual Report. These consolidated financial statements provide all relevant financial information about the Company and its Wholly Owned Subsidiary. In accordance with Section 136 of the Companies Act, 2013, the Audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of subsidiary, are available on our website www.kdil.in . These documents will also be available for inspection during business hours at our registered office.

15. AWARDS AND RECOGNITION

During the year "Ayurvet Knowledge Symposium" has awarded Dr. R. S. Khanna, Director with "Integrating Agriculture and Livestock for Sustainability". He received this award on behalf of the Company on the hands of Late Dr. APJ Abdul Kalam, Former President of India. Further your company was selected as top Indian Company in Dun & Bradstreet Corporate Award 2014, under sector "Food & Agro Processing".

16. CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended on 31st March, 2015 is attached as a part of the Annual Accounts of the Company.

17. MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis of the Company for the year under review, as required under Clause 49 of the listing agreement with the stock exchanges, is given as a separate Section in Annual Report.

18. KEY MANAGERIAL PERSONNELS (KMP):

The Companies Act, 2013 introduced the new concept of Key Managerial Personnel (KMP) which includes the Managing Director, Chief Executive Officer or Manager, Whole Time Director, Company Secretary and Chief Financial Officer. The Key Managerial Personnel would guide the Board to achieve their defined objectives and purposes by adhering to good Corporate Governance practices. KMP would also be looked upon by the Regulators for the non–compliances.

19. DIRECTORS

INDUCTIONS

During the year Ms. Pinky Singh has been Co–opted as Additional Director of the Company w.e.f. from 26th March, 2015 to hold the office upto this Annual General Meeting pursuant to Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intension to propose Ms. Pinky Singh (DIN: 5181540) as a candidate for the office of a director of the Company. The Board recommends the said resolution.

Further pursuant to the provisions of Sections 161, 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 Mr. Manjit Dahiya has been Co–opted as Additional Director and further as Whole–Time Director of the Company w.e.f. from 12th May, 2015 subject to the approval of the members at the ensuing Annual General Meeting.

RE–APPOINTMENTS

During the Financial Year 2014–15, the Board of your Company is constituted of five Directors comprising of Mr. Sanjay Dhingra, Chairman & Managing Director, Mr. Sidhant Gupta, Director, Mr. Arun Srivastava, Non–Executive Independent Director, Dr. Rattan Sagar Khanna, Non–Executive Independent Director and Ms. Pinky Singh, Non–Executive Independent Director.

As per the Companies Act, 2013 Mr. Sidhant Gupta, Director of Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re–appointment.

The Board recommends his appointment/re–appointment. A resolution seeking your approval on this item is included in the Notice convening the Annual General Meeting.

RESIGNATIONS

In order to seek out the opportunities in international market, which may be directly or indirectly beneficial for Kwality Limited in future, Mr. Sidhant Gupta has tendered his resignation from the position of Whole–Time Director of the Company w.e.f 29th May, 2015 but will continue as Non–Executive Director of the Company.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) ( c ) of the Companies Act, 2013 with respect to Director Responsibility statement, and based on the representation received from operating management, the Directors hereby confirm:

a) That in the preparation of the annual accounts for the period ended on March 31, 2015, the applicable accounting standards have been followed and there are no material departures;

b) 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 March 31, 2015 and the profit and loss of the company for that period;

c) 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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the directors had prepared the annual accounts for the period ended on 31st March, 2015 as on going concern basis;

e) The directors have laid down internal financial controls, which are adequate and are operating effectively; and

f) The directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DEPOSITS

Your company has not raised any public deposit during the period under review. There was no public deposit outstanding as at the beginning or at the end of the period.

22. HUMAN RESOURCE DEVELOPMENT

In order to maximize value for our stakeholders in today's dynamic environment, we have focused on anticipating the unknown, evolving new strategies by thinking out of the box, motivating people, developing their skills, promoting synergies and creating a cordial environment at the work place. We strive to achieve this by:

• Ensuring employees have a fair understanding of the essential business needs

• Providing them the skills, expertise, and knowledge needed to fulfill these needs

• Removing areas of ambiguity with respect to policy issues and expected outcomes

• Developing effective teams with good capabilities

• Encouraging employees to eliminate unnecessary costs and to seek innovative solutions

As part of the Expansion plans your Company is planning to massively increase its human resource strength in the current year.

In order to upgrade the knowledge & skills of the employees, 4 Effective Communication and 6 Team building Programes were organized in which number of participants were more than 50 and 63 respectively.

23. FACILITIES & DISTRIBUTOR'S NETWORK

Your Company has various processing plants with a capacity to handle more than three million litres of milk per day. Currently company has six manufacturing units located at Palwal (Haryana), Bulandshahar ( UP), Saharanpur ( UP), Jarar ( UP) , Sitapur ( UP) and Ajmer ( Rajasthan). Further, Kwality has an extensive network of milk chilling center's situated across Rajasthan, UP, Punjab and Haryana for direct collection of milk from milk producers, besides established network of vendors to source quality milk one of the most important success factors in the industry. In FY14–15 company is expanding its existing unit at Palwal for manufacturing value added products.

The existing capacity of the company at Palwal is 21.60 Lakh Litres per Day, with the proposed expansion the capacity will increase to 29.10 Lakhs Litres per Day.

24. INTERNAL AUDIT & CONTROL SYSTEM

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly. These internal controls are supplemented by an extensive programme of internal audit carried out by reputed firms of Chartered Accountants. Your Company has an Audit Committee consisting of three Directors. The Audit Committee, Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee, reviews the adequacy and effectiveness of internal control system and suggest improvement(s) if any. The Company has a robust Management Information System which is an integral part of the control mechanism.

25. BRANDS

Brands form the core of your Company's business and keeping them relevant and differentiated is the first priority of your Company. 2014–15 has been a year of consolidating and growing base brands and brands launched in the previous years. Concurrently, your Company has kept up the pace of differentiation by working and investing aggressively behind new consumer understanding, new technologies, advertising and activation programs and marketplace competitiveness. Your Company's pillar brands like "Dairy Best", "Kream Kountry", "Livlite" and "Meera" continued to drive growth for the Company by expanding both penetration and consumption in Indian homes."

Your Company will continue to invest in its brands and deliver growth through an emphasis on brand activation, anchored by new product launches. Going forward, your Company has set its focus on product innovation and development based on new opportunities for positioning our brands in the overall consumption repertoire of food products. This will pertain to both existing as well as new products and brands. Part of the innovation agenda will continue to address product and packaging enhancements both from a technical and aesthetic perspective. Consistent with the focus on brands as the drivers of profit for the Company and drivers of value for all stakeholders, your Company re­organised its structure and moved from geographies as profit centers to brands as profit centers.

26. QUALITY STANDARDS

Your Company over the years has been continually striving and excelling in its delivered quality standards, not only in its products and packs, but also in its operations by establishing various quality systems and processes at critical points of the Supply Chain. The thrust has been on ensuring that quality processes are utilized in various facets of the Supply Chain covering both existing and new processes such as Daily Quality Indexing, Food Safety Certifications, Quality Audits, Vendor Quality Improvement Program, Regulatory Processes, Training and New Product Quality tracking.

27. MANUFACTURING OPERATION

Your Company continues to focus attention on improvement in its manufacturing operations as well as delivering consistent quality products to consumers, every time, all the time. In this regard, a systematic approach by way of focused work groups to rapidly and definitively deliver the new formats has been put in place, while concurrently developing competencies to handle adjacent technologies. Concentration on cost minimization continues to be one of the key deliverables of the manufacturing system and in this regard, the appropriate exploitation of latest technologies like energy integration through new energy efficient ovens, on–line mixing etc. have been put in place in a few relevant units. This drive will continue in the forthcoming years to leverage Technology as a competitive edge.

Softa plant, Palwal continues to deliver a significant share of production and with investment in automation and mechanization, will continue to drive efficiencies.

Dairy Products throughput levels have undergone an increase by way of strategic expansions in existing units as well as creation of third party greenfield operations. The scale benefits are now being leveraged by way of enhancement of manufacturing technologies.

28. INFORMATION TECHNOLOGY

Your Company continues to invest in Information Technology (IT) to improve operational efficiencies and enhance productivity. Advances in new manufacturing process technology may allow the use of mostly dairy ingredients and small amount of fresh milk in the manufacture of dairy product.

Your Company continuously focuses to build powerful IT capabilities. Your Company is also implementing analytics in procurement to enable its procurement team to gain greater visibility and better forecast commodity price trends.

During the year, your company implemented the ERP solution which will not only help in standardization of the process but also motivated cross–functional team and senior management , the new system can supply the tools and the industry–proven best practices that will take your company to the next level of performance, longevity, information on real time basis and profit.

29. ENVIRONMENT, HEALTH AND SAFETY

The company's Environment, Health and Safety (EHS) policies provide the guiding principles that ensure high standards are achieved at all sites around the world and afford a means of promoting continuous improvement based on careful risk assessment and comprehensive EHS management systems. These policies are formally reviewed at regular intervals and during the year a major update commenced with the assistance of external consultants. This work will give greater emphasis to formal management systems, which bring a systematic improvement in performance. Employee information and training requirements and the designation of corporate targets and performance measures for the businesses have also been revised. Corporate policies provide a framework for all company businesses that are required to formulate site specific policies to meet local requirements.

As part of its overall safety initiatives, your Company has implemented several safety measures at all its offices, mainly in terms of:

• An Emergency Preparedness Plan at all the plant. •Safety Audits as per National Building Code

• Installation of Safety and Security systems (Fire Alarms, Access Control and Surveillance Systems) at offices

• Firefighting mock drills in most locations.

Your Company is committed to being an environmentally responsible company and ensuring the health and safety of all its employees, contractors and visitors at the workplace.

30. RISK MANAGEMENT

The risk management process is continuously improved and adapted to the changing global risk scenario. The agility of the risk management process is monitored and reviewed for appropriateness with the changing risk landscape. This includes risk assessment and mitigation at the company level, business / functional unit level, relationship level and project level. Further details form part of Corporate Governance Report.

31. AUDITORS

At the Annual General Meeting held on September 24, 2014 M/s P.P. Mukerjee & Associates, Chartered Accountants, were appointed as statutory auditors of the Company as to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for the ratification at every Annual General Meeting. Accordingly, the appointment of M/s P.P. Mukerjee & Associates, Chartered Accountants is placed at the AGM for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

32. SECRETARIAL AUDITOR

M/s. Mukun Vivek & Company, Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014–15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014–15 forms part of the Annual Report as Annexure 3 to the Board's Report.

33. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

34. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a)of the Companies Act,2013, an extract of the annual return in the prescribed format MGT–9 is appended as Annexure 4 to the Board's Report.

35. LISTING

The equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The annual listing fees for the current year have been paid to the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

36. PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act,2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, is appended as Annexure 5 to the Board's Report.

During the year none of the employees are in receipt of remuneration of Rs.60 lakhs or more, or employed for the part of the year and in receipt of Rs.5 lakh or more a month, under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

37. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Current policy is to have an appropriate mix of executive and non–executive directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of 5 members, two of whom are executive and 3 are Independent directors. The Board periodically evaluate the need for change in its composition and size.

The policy of the Company on director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub–section (3)of Section 178 of the Companies Act,2013, adopted by the Board, is appended as Annexure 6 to the Board's report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

38. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act,2013 and Clause 49 of the Listing Agreement.

39. BOARD EVALUTION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collected by the Remuneration, Compensation and Nomination Committee.

40. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014–15 the Board met Twelve times. The dates of the meetings are as under:

41. "KWALITY EMPLOYEE STOCK OPTION PLAN 2014" ("ESOP 2014")

With the Company's rapid growth in the last few years, it has moved into next phase in its journey of growth and in this phase, the Company feels the need to attract talent at senior levels from across the globe. In order to help the Company do that, it has become necessary to offer a different kind of employee stock option plan which maximizes benefits for the employees/option holders.. Keeping in view this objective and to promote the culture of employee ownership in the Company, it introduced Employee Stock Options to the employees of the Company under an Employee Stock Option Plan named "Kwality Employee Stock Option Plan 2014" ("ESOP 2014").

The Remuneration, Compensation and Nomination Committee has at its meeting held on 23rd July, 2015 granted 19,37,000 options to eligible employees under "Kwality Employees Stock Option Plan 2014".

42. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information required under Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8 of the Companies (Accounts) Rules, 2014 is set out in an Annexure 7 to this report.

43. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of this Annual Report.

44. GREEN INITIATIVES

We started a sustainability initiative with the aim of going green and minimizing our impact on the environment and therefore the electronic copies of the Annual Report 2014–15 and Notice of the 23rd Annual General Meeting are sent to all members whose email address are registered with the company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014–15 and Notice of the 23rd Annual General Meeting are sent in permitted mode. Members requiring hard copies can send a request to the company.

45. APPRECIATION

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Kwality Limited. To them goes the credit for the Company's achievements.

We are very grateful to National Dairy Research Institute (NDRI) for providing us with invaluable support. National Dairy Research Institute (NDRI) had played a role in our growth and development.

Our Bankers, Insurers, Suppliers and Transport Contractors have been of great help to us in managing our growth and are our partners in success.

We acknowledge their contributions and commit ourselves to continue and strengthen this fruitful alliance in all times to come.

Your Directors take this opportunity to express their deep sense of gratitude to the Central and State Governments, customers, vendors and the society at large for their continual support.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For & on behalf of the Board of Directors

Sd/– Sanjay Dhingra

Chairman & Managing Director

DIN: 00025376

Place: New Delhi

Date: 14.08. 2015

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