Mr. R.G CHANDRAMOGAN, one of the Promoters of the Company established a Partnership firm in the year 1970 under the name M/s.CHANDRAMOHAN & CO., for the manufacture and sale of Ice Creams and Milk and Dairy based Products . The facilities were set up at Madras. The business grew rapidly and the Firm's turnover increased from Rs.1.00 lakh in 1970 to Rs.29.52 lakhs in the year 1986. M/s. Hatsun Foods Private Limited was incorporated on 4th March 1986. On 01.04.86 the Company was admitted as a Partner in M/s. CHANDRAMOHAN & CO. In terms of Deed of Dissolution dt.30.04.1986 M/s. CHANDRAMOHAN & CO. was dissolved and all the assets and liabilities of the Firm (except the Brand Name "ARUN" vested with the Company. The Brand Name "ARUN" vested with Mr. R.G. CHANDRAMOGAN. In 1987, Mr. R.G. CHANDRAMOGAN allowed the Company to register the Brand Name "ARUN", in the name of the Company subject to a payment of 1% Royalty on the Company's Gross Ice Cream Sales Turnover. The Company has not paid any other consideration for the brand. Till April '95 (04.04.95) the Company was carrying on its manufacturing activities. The Company scrapped its manufacturing facilities at its Tolgate Unit, since the facilities became old and outlived its utilities The Company is now concentrating only on marketing of Ice Cream and Milk and Dairy based products under the brand name "ARUN" The Company has changed its Name to HATSUN MILK FOOD PRIVATE LIMITED and Certificate to this effect was obtained from the Registrar of Companies, Tamil Nadu, Madras on 07.08.95 and subsequently converted into Public Limited Company by passing Special Resolution in Extra Oridinary General Meeting held on 09.08.95 and Certificate to that effect has been issued on 11th August 1995 by Registrar of Companies, Tamil Nadu. Since it is a Private Limited Company, Converted into Public Limited Company it does not require a Certificate of commencement of Business. BUSINESS OF THE COMPANY: Since incorporation in the year 1986 the Company has been engaged in the manufacturing and marketing of Ice Cream and Milk and Dairy based products under the brand name 'ARUN'. Mr. R.G. CHANDRAMOGAN, the owner of the brand name permitted the use of the brand name subject to a payment of royalty @ 1% of the Gross Ice Cream Turnover achieved by the company. In 1987 the company was also allowed to register the brand name in the name of the Company subject to the same terms. Except the royalty payable by the Company, no other consideration was paid in 1987. The Company decided to reorganise its operations by closing down its / manufacturing operation and hiving of leather division and retaining only marketing operations. As part of the strategy, the Company closed down its manufacturing activity on 4th April 1995, since the facility at its Tolgate Unit has out lived its utility. The Company has also put up Wind Mill of 250 KVA for generation of power to meet part of the power requirements. The Company also operated a Leather Division for the export of leather garments. The division has since been sold. The Company proposes to focus its efforts only on marketing of Ice Cream and Milk and Dairy based Products. For Sourcing Ice cream and other Ice Cream based products, the company has entered into a contractual arrangement with its Group/Associate concerns. PRESENT PLAN AND PROPOSAL OF THE COMPANY: The Company proposes to focus its activities purely on marketing Ice cream and Milk and Dairy based products Marketing is critical to the industry and bigger Companies have already entered the field in a large way. Therefore the company felt that it should have a focussed approach and an undiluted attention towards marketing. The Company has therefore decided to concentrate only on marketing, leaving the production to their associates/group Companies from where it can source the Ice Cream and Milk and Dairy based products. Further it also proposes to take advantage of the Brand Name "ARUN" which has been an established Brand for more than a Decade. The Company has agreed to discharge the annual obligation attached to the Brand name "ARUN" by making lumpsum payment of Rs. 363 lakhs. The Company also felt it necessary that its market should be protected from any competition from the promoters. In order to ensure this the company has entered into strategic arrangement with the promoters. This arrangement prohibits any competition from them for a period of 20 years from the date of this agreement. For this the company proposes to pay a lumpsum consideration of Rs. 400 lacs. Further to this, the Company has made an arrangement for the supply of the entire production of Atlantic Foods and Hatsun Foods Company, concerns belonging to the group The Sales Turnover achieved by Atlantic Foods and Net Profit Figures are given below to indicate the potential benefit of the tie-up: (Rs. in lacs) 31.03.95 31.03.94 31.03.93 Sale of Ice Cream 552.60 369.58 248.05 Other Income 6.38 4.71 20.36 Total Expenditure 520.63 329.78 257.18 Net Profit 38.35 44.51 11.23 To sum up, the Company as part of its strategy to focus only on marketing of Ice Cream and other Milk and Dairy based products, has entered into 3 major agreements viz: (i) Agreement for payment of lumpsum consideration in lieu of royalty payable for usage of Brand Name. (ii) Agreement for Non-Competition from Promoters and (iii) Agreement for sourcing Ice Cream and other Milk and Dairy based products. The major Terms of these agreements are A. Brand Name: a. It is agreed between the company and Shri R.G. Chandramogan that in consideration of lumpsum payment of Rs.363 Lacs to Shri.R G Chandramogan, his right to receive the amount of 1% per annum on the gross turnover is fully discharged and that he will not make any further claim in respect of this. b. With a view to making the present agreement effective, Mr. R. G. Chandramogan undertakes not to use the name "Arun" or any variation thereof in any of his business. c. It is agreed that the Company as registered owner have all rights over the brand name without any encumberance. d. It is agreed that there is no other agreement or arrangement regarding the ownership and use of brand name "ARUN" and that the Company is the sole and absolute owner thereof as before with the only modification that there would be no longer any obligation to make any further payment to Mr.R.G. Chandramogan. f. It is agreed that in the event of breach of any of the terms by either party, the other party would be entitled to compensation based upon the extent of loss as liquidated damages and such other cost and expenses as may be found to be incidental. B. Non-Competition Agreement a. Shri R. G. Chandramogan and Shri Raja K.S.P. Ganesan agreed that during the currency of the agreement, the Promoters shall not directly or indirectly without the prior consent in writing of the Company, manufacture or market or deal in Ice Creams any where in the world, either by himself, or in association with others nor shall he involve himself in such manufacture and marketing of Ice Creams either as an employee, agent, representative or through the medium of a company, partnership, or association of persons or in any other form. b. This agreement shall be in force for a period of 20 years from the date hereof and shall extend throughout the union of India and rest of the world. c. It is specifically agreed that the restriction herein contained shah cease to be of effect and operation on the expiry of the aforesaid period of 20 years. d. In consideration of the restrictive covenant herein contained, and of the undertaking by the Promoters the Company shall pay to Shri R.G. Chandramogan Rs.300 Lacs and to Shri Raja K.S.P. Ganesan Rs.100 Lacs totalling a sum of Rs.400 lacs. PAYMENT TERMS: (RS. IN LAKHS) On or Before R.G. CHANDRAMOGAN RAJA K.S.P. GANESAN 30.08.95 1.00 1.00 31.12.95 149.00 49.00 After 01.01.96 but before 31.03.96 150.00 50.00 300.00 100.00 e. It is agreed that in the event of breach of any of the terms by either party, the other party would be entitled to compensation based upon the extent of loss as liquidated damages and such other cost and expenses as may be found to be incidental, As said in the above clause, the compensation, in case of breach, will be based upon the loss incurred by either party. The methodology will be based on the actual losses incurred at a future date depending on substantiation. f. In the event of any default by the Company in making the payment of the consideration it shall be open to Promoters to treat the agreement as cancelled or alternatively at their option to extend the time for payment on such terms and conditions as may be agreed to between parties. C. Sourcing of Ice cream: The Company has entered into arrangement for supply of Ice Creams with M/s. ATLANTIC FOODS, Salem a Proprietorship concern of Mr. R.G. CHANDRAMOGAN and M/s. HATSUN FOODS COMPANY a Partnership Firm in which Mr. R. G. Chandramogan, MR. Raja K.S.P. Ganesan, Mr, C. Satyan & Ms. C.Deviga are partners. These two concerns have contracted to supply their entire production only to the company. The production facilities available with these concerns and the relevant background of these concerns are given below: Name Of the Unit Location Installed Capacity In lakh liters Atlantic foods Ramalingapuram Salem 24 Hatsun Foods Co. Nallur Village Ponneri Taluk, Near Madras 30 The principal terms of arrangement are as below: a. The Suppliers shall manufacture Ice Cream strictly in accordance with the Quality, specifications of the Company. b. The Supplier shall procure under supervision of the Company required raw materials, packing materials etc. for the manufacture of Ice cream. c. The supply will be effected to the Company at rates mutually agreed from time to time, but will be computed on the basis of Total Cost Profit Margin not exceeding 10% overall cost. The Profit margin agreed for this year is 7%. of the overall cost. d. The Company has agreed to take-up a minimum of 12 lacs litres from M/s. ATLANTIC FOODS annualy. In the event of any shortfall the company will have to pay Rs.1.50/- per litre as compensation for such shortfall. The Company has agreed to take-up a minimum of 15 lacs litres from M/s. HATSUN FOODS COMPANY annually. In the event of any shortfall the company will have to pay Rs.1.50/- per litre as compensation for such shortfall. In all the above arrangements the promoters are interested. These arrangements have been included under Material Contracts. 2000 - The company is set to acquire an 81-per cent stake in the Rs. 40-crore Ajith Dairy Industries Ltd. - The Chennai-based Hatsun Agro Product, which has successfully launched Arun ice creams and Arokya milk in south India, has now launched a branded popcorn, Hatsun `Noosa'. 2001 - The Company has allotted 2,50,000 preference shares of Rs 100/- each to Mr. R.G. Chandramogan, Managing Director pursuant to the approval of share holders at the meeting of 2000. 2003 - Delisting of shares from Madras and Coimbatore Stock Exchanges. 2008 - The Company has splits its face value from Rs10/- to Rs2/-. 2009 - Hatsun Agro Product set up a state-of-the-art plant with a capacity to process 9 lakh litres of milk a day for producing mainly milk powder and is located near Palacode in Dharmapuri District. 2010 - Hatsun Agro Product - Board declares Interim dividend @30% 2011 - Hatsun Agro Product Appointed Mr. S. Chandrasekar as a Company Secretary & Compliance Officer of the Company - Hatsun Agro Product - Board declares Interim Dividend@ 25% -Company has splits its Face value of Shares from Rs 2 to Re 1 2012 - Hatsun Agro Product - Board approves Bonus Issue & declares Dividends (Interim Dividend & Special Interim Dividend) - Hatsun Agro Product- Selling of new range of Ice Creams under the Brand name "IBACO" - Hatsun Agro Product- Board recommends Final Dividend @20 % -Registered Office of the Company has been shifted from No.5A, Vijayaraghava Road, T. Nagar, Chennai - 600 017 to "DOMAINE", Rajiv Gandhi Salai (OMR), Karapakkam, Chennai - 600 097 -Hatsun Agro Products has given the Bonus in the Ratio of 1:2 2013 - Hatsun Agro Product Ltd, the biggest domestic private sector dairy, has bagged the Golden Trophy of the Agricultural and Processed Food Products Export Development Authority - City-Based dairy products company Hatsun Agro Products has acquired Chittoor-based Jyothi Dairy at Rs.68 Crore - The Company declared Second Interim Dividend of Rs. 0.50 (50%) per equity share. - The Company declared of Third Interim Dividend of Rs. 0.40 (40%) per equity share. - The Company declared of Interim Dividend of Rs. 1.50 (150%) per equity share. 2014 - The Company declared Second Interim Dividend of Rs. 1.00 (100%) per equity share for the financial year 2013-14. - The Company has appointed of Mr. Balasubramanian Thenamuthan as an Additional Director of the Company w.e.f. January 23, 2014 under the category of Non-Executive and Independent Director. - Hatsun Agro Product Ltd has appointed Mr. S. Narayan as Company Secretary and Compliance Officer of the Company w.e.f. November 07, 2014. 2016 - The Board has recommended the issue of bonus equity shares by capitalization of reserves in the ratio of 2 (Two) equity shares of Re. 1/- each credited as fully paid-up for every 5 (five) eligible fully paid-up equity shares of Re. 1/- each held by the members. 2017 - HAP begins wind power plants with 24 MW capacity in Tuticorin - Hatsun Agro inks pact with German-firm for greenfield plant 2019 -Hatsun Agro brings Hatsun Cow Milk. 2020 -Hatsun Agro Product Ltd reaches retail milestone with 3000 outlets. -Hatsun Agro Prod - Board recommends Bonus Issue in the ratio of 1:3 -Hatsun Agro Product to receive subsidies from Govt. of Telengana. -Hatsun Agro Product opens its 3000th retail outlet in Khargar, Navi Mumbai. 2021 -Hatsun Agro Product becomes India's largest retail network with 3600 outlets. -Hatsun Agro Prod - Intimation Of Inauguration Of 2500Th HAP Daily Outlet. -Hatsun Agro Prod - Intimation Of Commencement Of Commercial Production - Solapur Facility - Maharashtra -Hatsun Agro Product expands its diary portfolio with 'Arokya' Paneer. -Hatsun Agro Prod - Intimation Of Commencement Of Commercial Production Of Milk In Our Uthiyur Plant . -Hatsun Agro Product commences operations of ice cream manufacturing unit in Telangana. 2022 -The company issued rights shares of Rs. 1 in the ratio of 1:30 at a premium of Rs. 418 per share.