Click it and Unblock the Notifications
Directors Report of Vadilal Industries Ltd.
Mar 31, 2025
Your directors have pleasure in presenting herewith the 41st Annual Report together with the Audited Financial Statements for the year
ended 31st March, 2025.
FINANCIAL HIGHLIGHTS:
|
Particulars |
Year ended |
Year ended |
|||
|
(a) |
Earnings before Interest, Tax, Depreciation and Amortization |
186.88 |
165.69 |
||
|
(b) |
Finance Cost |
8.30 |
13.97 |
||
|
(c) |
Depreciation and amortization expenses |
25.59 |
23.15 |
||
|
33.89 |
37.12 |
||||
|
(d) |
Profit before Tax |
152.99 |
128.57 |
||
|
(e) |
Tax Expenses |
||||
|
Current Tax |
38.37 |
29.40 |
|||
|
Deferred Tax |
0.74 |
3.33 |
|||
|
Total Tax Expenses |
39.11 |
32.73 |
|||
|
(f) |
Profit/ (Loss) for the year |
113.88 |
95.84 |
||
|
(g) |
Other Comprehensive income |
(0.44) |
(1.37) |
||
|
(h) |
Total Comprehensive income for the year: |
113.44 |
94.47 |
||
STATE OF COMPANY''S AFFAIRS:
The Company has earned Revenue from Operations of '' 1011.33 crore during the year ended on 31st March, 2025 as against '' 912.57
crore during the previous year ended on 31st March, 2024 i.e increase of 10.82% compared to previous year.
After adding thereto, the other income of '' 17.26 crore, the Company has earned total income of '' 1,028.59 crore during the year
under review. The Company has incurred total expenses of ''875.60 crore including Finance cost of '' 8.30 crore and Depreciation and
Amortization expenses of '' 25.59 crores, during the year under review.
The Company has earned profit before Tax of '' 152.99 crore during the year under review as compared to profit of '' 128.57 crores during
the previous year ended on 31st March, 2024. The Company has earned profit of ''113.88 crores during the year ended on 31st March, 2025
after deducting total tax expenses of '' 39.11 crore as compared to profit of '' 95.84 crores during the previous year ended on 31st March,
2024 after deducting total tax expense of ''32.73 crore.
During the current financial year of 2024-25, the Company has achieved revenue growth and better operational efficiency as compared
to the previous financial year.
DIVIDEND:
The Directors have recommended dividend of '' 21 per share (@210%) on 71,87,830 Equity Shares of '' 10/- each of the Company
for the Financial Year ended on 31st March, 2025. If approved, the dividend will be paid with deduction of tax at source to the
shareholders as applicable.
TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserves during the year under review.
ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for
FY 2024-25 is available on Company''s website at https://vadilalgroup.com/?page id=904
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors'' Report.
QUALITY ASSURANCE AND AWARDS
AWARDS AND CERTIFICATIONS:
Vadilal Industries has a long-standing legacy of excellence, reflected in the numerous accolades and recognitions it has received over
the years. Between 2008 and 2011, the company won 27 prestigious awards at ''The Great Indian Ice Cream Contest'' organized by the
Indian Dairy Association. These included multiple "Best in Class" awards in categories such as Chocolate Frozen Dessert, Standard
Chocolate Ice Cream, and innovative products like Rose Coconut Shell. Vadilal also secured several gold, silver, and bronze medals for
products including Vanilla Frozen Dessert, Pista Happinezz, and Joker Ice Trooper in the Kids category. In 2013, Vadilal Ice Creams was
voted as the "Most Trusted Ice Cream Brand in India" as per The Brand Trust Report. Furthermore, The Economic Times Survey ranked
Vadilal among the "Top 20 Food and Beverages" brands in the country.
Vadilal has continued to receive industry-wide recognition. In 2014, it was awarded the "Most Promising Brand of the Year - Food
& Beverage" at the World Brands Summit in Asia. In 2019, Vadilal Ice Creams earned the title of "Super Brand," reinforcing its strong
consumer connect and brand equity. In 2021, it was honored once again by The Economic Times as one of India''s Best Brands. We are
honored to have received the award for Iconic Brands of India 2023 by ET Edge. In addition to this, we also received the BARC & ERTC
Media award for ''Brand of the Decade 2023'' in the FMCG category and the BARC Marketing Meister Award 2023, further recognizing our
commitment to excellence and innovation. We are proud to share that we received the prestigious India''s Influencer Conclave Award
for the Best Influencer Campaign in the F&B category in January 2025
CERTIFICATIONS:
Vadilal Industries maintains a sharp focus on quality and food safety, demonstrated by its robust certification portfolio. The company
has been certified under ISO 22000:2005 and ISO 9001:2015 for its Ice Cream manufacturing facilities located in Pundhra (Gujarat)
and Bareilly (Uttar Pradesh). These plants have also achieved the BRC Global Standard for Food Safety (Issue 7), marking Vadilal''s
commitment to international quality benchmarks. The Processed Food Division (PFD) located in Dharampur, Gujarat, holds BRC: Issue 6
with Grade "A", IS0-22000:2005, and HALAL certification, and is recognized as a "Two Star Export House" by the Ministry of Commerce
and Industry for its contributions to processed food exports under APEDA.
More recently, the Quick Treat unit of the Processed Food Division achieved BRCGS and ISO 22000:2018 certifications, highlighting
the company''s continued pursuit of safety and quality excellence. The company''s long-term commitment to Good Manufacturing
Practices (GMP), stringent food safety norms, and continuous innovation has been the backbone of its reputation in both domestic and
international markets.
FINANCE:
During the year under review, the company has made regular repayment of Instalment & interest of term loan and GECL loan and there
is no overdue payment to Bank.
Company is having multiple banking arrangement with ICICI Bank, IndusInd Bank and IDBI bank for '' 50 Crore, '' 25 Crore and '' 30 Crore
respectively for working capital.
During the year the Company has repaid the pledge facility sanctioned by Kalupur Commercial Co-Op. Bank Ltd. for '' 16.59 Crore
(Sanctioned '' 35 Crore) availed in the previous year i.e. 2023-24 and in the current financial year the company has availed new short
term pledge finance for '' 15.02 Crore (Sanctioned '' 35 Crore) against pledge of Skimmed Milk Powder (SMP) & Butter. Company has also
been sanctioned a new term loan from ICICI Bank for '' 39 Crore for capex purpose and availed '' 22.13 Crore as a partial disbursement.
India ratings & Research Pvt. Ltd. has upgraded the long-term borrowing & Fund Based Working Capital Facility to "A-/Stable" from
"BBB /Stable" and upgraded the non-fund-based facility to "A2 " from "A2" vide its letter dated 10.04.2025.
INVESTOR EDUCATION AND PROTECTION FUND:
During the financial year - 2024-2025, the Company has deposited unclaimed/ unpaid fixed deposit amount of '' 56972/- to Investor
Education and Protection Fund - IEPF.
During the Financial year - 2024-2025, the Company has also transferred ''283264 /- being amount of unpaid dividend for the year -
2016-2017 to Investor Education and Protection Fund.
DETAILS OF DEPOSITS:
a. During the year under review, the details of deposits accepted by the Company from its Members, after complying with the
provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, are as under:
I. Details of Deposit from Shareholders:
|
(a) Amount of existing deposits as at 1st April, 2024 |
13.16 |
|
|
(b) Amount of deposits accepted or renewed during the year |
||
|
(i) Secured deposits |
0 |
|
|
(ii) Unsecured deposits |
0.30 |
|
|
Total(b) |
0.30 |
|
|
(c) Amount of deposits repaid during the year |
12.50 |
|
|
(d) Balance of deposits outstanding at the end of the year (a b-c) |
0.96 |
II. Details of Deposit from Public [Accepted under Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975:
|
(a) Amount of existing deposits as at 1st April, 2024 |
0.0015 |
|
|
(b) Amount of deposits accepted or renewed during the year |
||
|
(i) Secured deposits |
0 |
|
|
(ii) Unsecured deposits |
0 |
|
|
Total(b) |
0 |
|
|
(c) Amount of deposits repaid during the year |
0 |
|
|
(d) Balance of deposits outstanding at the end of the year (a b-c) |
0.0015 |
b. As on 31st March, 2025, deposit of '' 15000/- has remained unpaid or unclaimed by the Company.
c. During the year under review, the Company has not made any default in repayment of deposits or payment of interest on deposits.
d. The Company has not accepted or renewed any deposit which is not in compliance with the provisions of Chapter - V of the
Companies Act, 2013.
SUBSIDIARY COMPANY:
Company is having two wholly owned subsidiary companies outside India namely Vadilal Industries (USA) Inc., USA, and Vadilal
Industries Pty Ltd and two wholly owned subsidiary companies in India viz; Vadilal Delights Limited and Varood Industries Limited.
A report on the financial position of the subsidiaries as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and
Rules made thereunder in the prescribed Form - AOC-1 is provided as Annexure - B to the Directors'' Report. The Policy for determining
material subsidiaries may be accessed on the Company''s website viz www.vadilalgroup.com.
Pursuant to the provisions of Section 136 of the Act, separate Audited Accounts in respect of subsidiary company for the year ended on
31st March, 2025 are available at the web-site of the Company viz. www.vadilalgroup.com.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the requirements of Section 129(3) read with Schedule - III of the Companies Act, 2013 and Rules made thereunder, and
Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement), 2015 and other applicable Accounting Standards, the
Consolidated Financial Statements of the Company, its subsidiaries and associates, for the year ended on 31st March, 2025 have been
attached with the financial statement of the Company as a part of Annual Report.
CORPORATE GOVERNANCE:
Being a Listed Company, the Company has taken necessary measures to comply with the provisions of Regulation 72 of SEBI (Listing
Obligation and Disclosure Requirement), 2015 regarding Corporate Governance. A separate report on Corporate Governance for the year
ended on 31st March, 2025 is attached herewith as a part of this Annual Report viz Annexure - C. A certificate from Secretarial Auditors of
the Company regarding compliance of Corporate Governance as stipulated under Regulation 34(3) and 53(f) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is obtained by the Company and annexed to the Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Business Responsibility and Sustainability Report ("BRSR") forms part of the Director''s Report. The BRSR indicates the Company''s
performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the Members to
have an insight into Environmental, Social and Governance initiatives of the Company
As required under Regulation 34(2) of SEBI (Listing Obligation and Disclosure Requirement), 2015, the Business Responsibility and
sustainability Report is annexed herewith as a part of this Annual Report viz Annexure- D.
DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make
the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no
material departures.
(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent 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 and loss of the company for that period;
(c) They have 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) They have prepared the annual accounts on a going concern basis.
(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are
adequate and operate effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of loans given, investments made, guarantees given and securities provided by the Company under Section 186 of the
Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Annexure - E in the prescribed Form - AOC-2 and the same forms part of this report. All related
party transactions are placed before the Audit Committee and the Board of the Company for review and approval. Omnibus approval
is obtained for transactions which are foreseen and repetitive in nature
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be
accessed on the Company''s website viz. www.vadilalgroup.com.
Your directors draw attention of the members to Note - 47 to the financial statement which sets out related party disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
On recommendation of Nomination and Remuneration Committee, Mr. Rajesh K. Pandya (DIN: 02711000) was appointed as an
Additional Director of the Company designated as a Non-Executive Non-Independent director w.e.f. 29th March, 2025 until the litigation
withdrawal date i.e. May 13, 2025, Hence, term of appointment of Mr. Rajesh K. Pandya completed on May 13, 2025.
There is no other change in the Board of Directors of the Company upto March 31, 2025. The Independent Directors of the company
have submitted Declaration of Independence pursuant to the provision of section 149 (6) of the Companies Act, 2013.
Pursuant to the professionalization and consequent reorganization of the board of the directors of the Company, Mr. Preet P. Shah,
chairman & non-executive independent director of the Company, and Ms. Shaily J. Dedhia, non-executive independent director of the
Company has resigned with effect from May 13, 2025.
Pursuant to reorganization of Board of Directors of the Company and NCLAT Order dated May 13, 2025, the resignations of Mr. Kalpit
Gandhi, (DIN: 02843308) from the post of the Chief Financial Officer (CFO) and as a non-executive non-independent director of the
Company, Mr. Rajesh R. Gandhi (DIN: 00009879) from the post of the Managing Director of the Company, Mr. Devanshu L. Gandhi (DIN:
00010146) from the post of the Managing Director of the Company, and Mrs. Deval D. Gandhi (DIN: 00988905) as a non-executive non¬
independent director of the Company are effective from close of business hours on May 13, 2025.
Further, pursuant to the orders of the NCLAT, and On recommendation of Nomination and Remuneration Committee and approval of
Board of Directors of the Company and approval of the members of the Company vide postal ballot resolutions dated May 10, 2025,
the change in terms of appointment of Mr. Rajesh R. Gandhi (DIN:00009879) and Mr. Devanshu L. Gandhi (DIN:00010146) as executive
directors of the Company, and appointment of Mr. Janmajay V. Gandhi (DIN: 02891386) as an executive director of the Company,
Mr. Gaurav Marathe (DIN: 01358344J as a non-executive non-independent director of the Company, Ms. Shalini Raghavan (DIN:
03569413J, Mr. Shivakumar Dega (DIN: 00364444J, and Mr. Nagarajan Sivaramakrishnan (DIN: 03060429J as independent directors of the
Company are effective from May 13,2025.Mr. Shivakumar Dega was appointed as Chairman of the Board effective from June 12, 2025.
On recommendation of Nomination and Remuneration Committee, the Board of Directors of the company has approved the
appointment of Mr. Anil Kabra as Chief Financial Officer (CFO) of the Company with effect from 26th May, 2025.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Rajesh R. Gandhi, Director
(DIN:00009879) of the Company, shall retire by rotation at this Annual General Meeting and, being eligible, offers himself for re¬
appointment. The Members are requested to consider his re-appointment as Director of the Company, for which a necessary resolution
has been incorporated in the notice of the meeting.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Devanshu L. Gandhi (DIN:00010146)
of the Company shall retire by rotation at this Annual General Meeting, and being eligible, offers himself for re-appointment. The
Members are requested to consider his re-appointment as Director of the Company, for which necessary resolution has been
incorporated in the notice of the meeting.
Necessary resolutions relating to Directors who are seeking appointment/reappointment are included in the Notice of Annual General
Meeting. The relevant details of the said Directors are given in the Notes/Annexures to the Notice of the Annual General Meeting.
BOARD EVALUATION:
The Board of Directors carried out an annual evaluation of its own performance, Board committees and individual directors pursuant
to the provisions of the Act and the corporate governance requirements as prescribed under Regulation 17 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The performance of the Board and committees was evaluated by the Board on the basis of the criteria determined by Nomination
and Remuneration Committee such as the Board composition and structure, effectiveness of board processes, information and
functioning, etc.
The Board members reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, considering the views of executive directors and non-executive directors.
COMMITTEES OF DIRECTORS:
The details of various committees of Directors constituted under provisions of Companies Act, 2013 and Rules made thereunder, their
constitution, terms of reference and other details are provided in the Corporate Governance Report annexed with the Directors'' Report.
OTHER POLICIES AND MEASURES AS PER THE REQUIREMENT OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT),
2015
The policies formulated by the Company under various provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are available on the website of the Company viz : www.vadilalgroup.com.
NUMBER OF BOARD MEETINGS:
During the year under review, 6 Meetings of the Board of Directors were held the details of which are mentioned in the Corporate
Governance Report annexed with the Directors'' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under Section 134(1)(m) of the Companies Act, 2013 and Rules made thereunder, details relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - F attached herewith and forming part
of the Directors'' Report.
RISK MANAGEMENT:
The Company is exposed to various business risks from time to time. Risk management involves handling appropriately risks that are
likely to harm an organization. There are various types of risks associated with conducting business of the Company. The ultimate goal
of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations.
The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management
plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The
audit committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are
systematically addressed through mitigation actions on a continual basis.
The Board of directors periodically reviews the risk assessment and minimization procedure in relation to the business of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, a committee of the Directors of the
Company has been constituted as Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee has
formulated a policy on the Corporate Social Responsibility measures to be undertaken by the Company as specified in Schedule VII to
the Companies Act, 2013.
The Corporate Social Responsibility Policy is available on the Company''s website viz. www.vadilalgroup.com.
The Annual Report on CSR activities is annexed herewith marked as Annexure - G.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The External and
Internal Auditors carry out periodic reviews of the functioning and suggest changes, if required. The company has also a sound
budgetary control system with reviews of actual performance as against those budgeted.
STATUTORY AUDITORS:
The term of appointment of M/s. Arpit Patel & Associates, Chartered Accountants, Statutory Auditors of the Company will be completed
at the conclusion of the ensuing 41st Annual General meeting.
In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, On the
recommendation of the audit committee at its meeting held on 26th June, 2025 the Board of Directors of the Company, in its Meeting
held on 14th July, 2025 approved the appointment of M/S Walker Chandiok & Co LLP as Statutory Auditors of the Company subject to
approval by the Shareholders for a period of 5 years from the conclusion of the ensuing 41st Annual general Meeting till conclusion of
46th annual general meeting to be held in the year 2030 for which necessary resolution has been incorporated in the Notice of Annual
General Meeting.
INTERNAL AUDITORS
M/s. KPMG are the Internal Auditors of the Company during the year 2024-25.
M/s. PricewaterhouseCoopers Services LLP are appointed as Internal Auditors of the Company for the period of two years w.e.f. 1st
October, 2025 to 30th September, 2027 in place of M/s. KPMG, present internal auditors of the Company.
SECRETARIAL AUDITOR:
Section 204 of the Companies Act, 2013 inter alia requires every listed companies to annex with its Board Report a Secretarial Audit
Report given by a Company Secretary in practice in the prescribed form. The Board has appointed M/s SPAN & Co., Company Secretaries
LLP, to conduct Secretarial Audit for the financial year - 2024-2025. The Secretarial Audit Report for the financial year ended March 31,
2025 is annexed herewith marked as Annexure - H to this Report.
Pursuant to the provisions of the Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has, on the recommendation of the Audit Committee, appointed M/s SPAN &
Co., Company Secretaries LLP (Firm Registration No. P1988MH009800), as the Secretarial Auditors of the Company for a period of five
consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to the approval of shareholders at the
ensuing Annual General Meeting.
M/s SPAN & Co., Company Secretaries LLP have confirmed their eligibility to be Secretarial Auditors of the Company. A Resolution
seeking Member''s approval for appointment of M/s SPAN & Co., Company Secretaries LLP as Secretarial Auditors for a period of 5
consecutive years is included at Item No. 6 of the Notice convening the Annual General Meeting.
INSURANCE:
All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and other insurable interests are
adequately insured.
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
The Company confirms that it has paid Annual Listing Fees due to the BSE Limited and National Stock Exchange of India Limited upto
the Financial Year -2024-2025.
PARTICULARS OF EMPLOYEES:
The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure -1.
MATERIAL INFORMATION:
(i) NCLAT ORDER
⢠the Hon''ble Naf/onal Company Law Appellate Tribunal, Delhi bench ("NCLAT") has on May 13, 2025 inter alia disposed of the
Company Appeal No. 221 of 2024, Company Appeal No. 223 of 2024, Company Appeal No. 338 of 2024, Company Appeal No.
339 of 2024, Company Appeal No. 340 of 2024, Company Appeal No. 341 of 2024, Company Appeal No. 376 of 2024, Company
Appeal No. 377 of 2024 and Company Appeal No. 18 of 2025.
⢠setting aside the judgments dated July 10, 2024 of the Hon''ble National Company Law Tribunal, Ahmedabad bench ("NCLT"),
in the Company Petition No. 41 of 2017 and Company Petition No. 43 of 2017; (y) orders dated August 6, 2024 and September
23, 2024 of the NCLAT in the Interlocutory Application Nos. 6728, 6764 and 6768 of 2024; and
⢠vacating orders, as applicable, of all the NCLAT Appeals and related interlocutory applications filed therein.
(ii) WITHDRAWAL OF INTER SE ALLEGATIONS AMONG THE PROMOTERS WITH RESPECT TO PERSONAL POTENTIAL EXPENSES.
Based on the reports received from the Independent Law Firm and the Chartered Accountant Firm, the Board of Directors at its
meeting held on May 13, 2025 and upon the recommendation of the Committee of Independent Directors (also held on the same
date) has resolved to conclude and close the matters relating to allegations concerning potential personal expenses claimed as
official business expenditure by two Promoter Directors amounting to ? 0.25 crore for the financial years 2017-18 and 2018-19 and
? 0.25 crore for the financial years 2014-15 to 2018-19 respectively. The Board has noted the findings of the independent review
and confirms that there is no financial impact on the financial results of the Company for the year ended March 31, 2025.
(iii) AMENDMENT IN THE ARTICLES OF ASSOCIATION
pursuant to the orders of the NCLAT and approval of restated and amended articles of association of the Company by the members
of the Company vide postal ballot resolution dated May 10, 2025, Part B of the amended and restated articles of association of the
Company has become effective w.e.f. May 13, 2025.
(iv) SPECIAL RIGHTS GRANTED TO GANDHI FAMILY
The shareholders of the Company have approved special rights granted to Mr. Rajesh R. Gandhi, Mr. Devanshu L. Gandhi,
Mr. Virendra R. Gandhi, and their respective immediate relatives in the postal ballot resolution passed on May 10, 2025 as per
Regulation 31B of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 w.e.f. May 13, 2025.
(v) SCHEME OF MERGER
After considering the respective recommendations of the audit committee, the Board of Directors of the Company at their
meeting held on March 29, 2025 has approved the draft composite scheme of amalgamation ("Scheme") for the merger of the
following promoter/promoter group entities of the Company with the Company as per Section 230 and 232 of the Companies
Act, 2013 and approval for execution of a merger implementation agreement to set out the manner of implementation of the
Scheme: (a) Vadilal Finance Company Private Limited ("VFCPL"); (b) Veronica Constructions Private Limited ("VCPL"); and (c) Vadilal
International Private Limited ("VIPL"). The Scheme is subject to the requisite approvals from the shareholders and creditors of the
respective companies and from statutory and regulatory authorities including stock exchanges, SEBI and the NCLT. The Company
has already filed draft Scheme documents in the month of April 2025 with Stock Exchanges for seeking No- objection letter from
stock exchanges.
GENERAL:
> During the year under review, there was no change in the nature of business of the Company and there is no material change and/
or commitments, affecting the financial position of the Company, during the period from 31st March, 2025 till the date of this report.
During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals
impacting the going concern status and company''s operations in future.
> The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel
for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.
> During the year under review, no Director or Managing Director of the Company has received any remuneration or commission
from subsidiary of the Company in terms of provisions of Section 197(14) of the Companies Act, 2013.
> The disclosure in terms of Rule - 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does
not have any equity shares with differential voting rights.
> The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also organized an awareness
program for its employees on the said policy on prevention, prohibition and redressal of sexual harassment at workplace adopted
by the Company.
> The trademark "Vadilal" and its associated trademarks are owned by Vadilal International Pvt. Ltd. The Company is a licensee of
the said Trademarks.
ACKNOWLEDGEMENT:
The Directors place on record its appreciation and gratitude for the co-operation and assistance extended by various departments of
the Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely always thank them for their whole¬
hearted co-operation and support.
For and On Behalf of the Board of Directors
Shivakumar Dega
Date : 12th August, 2025 Chairman
Place : Ahmedabad DIN 00364444
Mar 31, 2024
Your directors have pleasure in presenting herewith the 40th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS:
('' in crore)
|
Particulars |
Year ended 31-03-2024 |
Year ended 31-03-2023 |
|||
|
(a) |
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) |
165.69 |
129.59 |
||
|
(b) |
Finance Cost |
13.97 |
12.88 |
||
|
(c) |
Depreciation and amortization expenses |
23.15 |
20.23 |
||
|
37.12 |
33.11 |
||||
|
(d) |
Profit before Tax |
128.57 |
96.48 |
||
|
(e) |
Tax Expenses |
||||
|
Current Tax |
29.40 |
19.50 |
|||
|
Deferred Tax |
3.33 |
5.05 |
|||
|
Total Tax Expenses |
32.73 |
24.55 |
|||
|
(f) |
Profit/ (Loss) for the year |
95.84 |
71.93 |
||
|
(g) |
Other Comprehensive income: |
||||
|
Re-measurement of defined benefit plans (net of tax) |
(1.06) |
(0.18) |
|||
|
Fair value changes of Cash Flow Hedges (net of tax) |
(0.29) |
(1.09) |
|||
|
Fair value changes of Non-current investment (net of tax) |
(0.02) |
- |
|||
|
(h) |
Total Comprehensive income for the year: |
94.47 |
70.66 |
||
STATE OF COMPANY''S AFFAIRS:
The Company has earned Revenue from Operations of Rs. 912.57 crore during the year ended on 31st March, 2024 as against Rs. 896.71 crore during the previous year ended on 31st March, 2023 i.e increase of 1.77% compared to previous year.
After adding thereto, the other income of Rs. 13.21 crore, the Company has earned total income of Rs. 925.78 crore during the year under review. The Company has incurred total expenses of Rs.797.21 crore including Finance cost of Rs. 13.97 crore and Depreciation and Amortization expenses of Rs. 23.15 crores, during the year under review.
The Company has earned profit before Tax of Rs. 128.57 crore during the year under review as compared to profit of Rs. 96.48 crores during the previous year ended on 31st March, 2023. The Company has earned profit of Rs. 95.84 crores during the year ended on 31st March, 2024 after deducting total tax expenses of Rs.32.73 crore as compared to profit of Rs. 71.93 crores during the previous year ended on 31st March, 2023 after deducting total tax expense of Rs.24.55 crore.
During the current financial year of 2023-24, the Company has acheived Marginal growth and better operational efficiency as compared to previous financial year.
DIVIDEND:
The Directors have recommended dividend of Rs. 1.50 per share (@15%) on 71,87,830 Equity Shares of Rs. 10/- each of the Company for the Financial Year ended on 31st March, 2024. If approved, the dividend will be paid with deduction of tax at source to the shareholders as applicable.
TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserves during the year under review.
ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company''s website at https://vadilalgroup.com/?page id=904
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors'' Report. QUALITY ASSURANCE AND AWARDS AWARDS AND CERTIFICATIONS:
Vadilal has won 27 awards over 4 consecutive years: 2008 to 2011 at ''The Great Indian Ice Cream Contest'' organized by the Indian Dairy Association. The various categories for awards were: The Best in Class (3): Chocolate Frozen Dessert, Standard Chocolate Ice Cream, Rose Coconut Shell (Innovation - Novelty), Gold Medal (4): Standard Chocolate Ice Cream, Chocolate Frozen Dessert, Vanilla Frozen Dessert, and Rose Coconut Shell (Innovation - Novelty), Bronze Medal (1): Natural Orange (Premium without Inclusion). Best in Class in Kids category - Joker Ice Trooper, Gold in Kids category - Joker Face Ice Trooper, Silver in Vanilla Frozen Dessert, Bronze in Vanilla Ice Cream - Happinezz Vanilla Ice cream, Bronze in Premium - Pista Happinezz Ice Cream garnished with Green Pista.
Vadilal Ice Creams has been voted as the "Most Trusted Ice Cream Brand in India" as per The Brand Trust Report - 2013. The Economic Times Survey ranked us among the "Top 20 Food and Beverages" brands in India.
Recently in 2019 Vadilal ice cream has been voted as "Super Brand'' a very proud moment.
The Company has received ''THE ECONOMIC TIMES BEST BRANDS - 2021'' Award.
ISO 22000:2005 AND ISO 9001 : 2008
The Company has always made continuous efforts to improve the "OVERALL PRODUCT QUALITY" by following the stringent GMP norms and continuous process innovation. This is evident with the achievement of FSMS (Food Safety Management System) Certifications i.e., BRC: Issue-6 with Grade "A", ISO-22000:2005 and HALAL for our Processed Food Division (PFD), located at Dharampur, Dist. Valsad, Gujarat.
The PFD Manufacturing facility is also listed in "Two Star Export House" Status by Joint Director General of Foreign Trade, Ministry of Commerce, and Industry for export of Processed Foods Products -APEDA.
The Ice Cream plants of the Company located in two locations - Pundhra in Gujarat & Barelly in UP are also certified for ISO-22000:2005, ISO 9001:2015 and BRC: Issue 7 for Food Safety Management System is another feather in the cap for the Company.
FINANCE:
During the year under review, the company has made regular repayment of installment & interest of term loan and GECL loan and there is no any overdue payment to Banks and FIs.
During the year the Company has repaid the pledge facility sanctioned by The Kalupur Commercial Co-Op. Bank Ltd. for Rs. Rs. 33.76 Crore (Sanctioned Rs. 35 Crore) availed in the previous year i.e. 2022-23 and in the current financial year the company has availed new short term pledge finance for Rs. 16.59 Crore (Sanctioned Rs. 35 Crore) against pledge of Skimmed Milk Powder (SMP) & Butter.
Till date company has availed working capital facility by Consortium Banking Arrangement, where in Bank of Baroda was lead bank and other member banks namely State Bank of India, IDBI Bank and IndusInd Bank were part of the Consortium. For smooth business operation Company has dissolved the consortium banking arrangement and take the exit from Bank of Baroda and State Bank of India and started new banking arrangement under Multiple banking arrangement (M.B.A.) where in ICICI Bank has sanctioned Working Capital Facility of Rs. 50 Crore and other existing members, namely IDBI Bank and IndusInd Bank will also continue under M.B.A. as and when they propose their facility during review of account.
During the year the company has fully repaid the short-term ICD (Inter Corporate Deposit), which was availed in the previous financial year i.e. 2022-23 for working capital purpose and not availed ICD in current financial year.
Based on the financial performance of previous year i.e. 2022-23, India ratings & Research Pvt. Ltd. has rated the long-term borrowing & Fund Based Working Capital Facility as BBB / Stable and Non-fund-based facility is rated as A2 vide its letter dated 24.01.2024.
INVESTOR EDUCATION AND PROTECTION FUND:
During the financial year - 2023-2024, the Company has deposited unclaimed/ unpaid fixed deposit amount of Rs. 69039/- to Investor Education and Protection Fund - IEPF.
During the Financial year - 2023-2024, the Company has also transferred Rs.455662 /- being amount of unpaid dividend for the year -2015-2016 to Investor Education and Protection Fund.
DETAILS OF DEPOSITS:
a. During the year under review, the details of deposits accepted by the Company from its Members, after complying with the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, are as under:
I. Details of Deposit from Shareholders:
|
(a) Amount of existing deposits as at 1st April, 2023 |
27.24 |
|
|
(b) Amount of deposits accepted or renewed during the year |
||
|
(i) Secured deposits |
0 |
|
|
(ii) Unsecured deposits |
0.71 |
|
|
Total(b) |
0.71 |
|
|
(c) Amount of deposits repaid during the year |
14.79 |
|
|
(d) Balance of deposits outstanding at the end of the year (a b-c) |
13.15 |
II. Details of Deposit from Public [Accepted under Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975]:
|
(a) Amount of existing deposits as at 1st April, 2023 |
0.15 |
|
|
(b) Amount of deposits accepted or renewed during the year |
||
|
(i) Secured deposits |
0 |
|
|
(ii) Unsecured deposits |
0 |
|
|
Total(b): |
0 |
|
|
(c) Amount of deposits repaid during the year |
0 |
|
|
(d) Balance of deposits outstanding at the end of the year (a b-c) |
0.15 |
b. As on 31st March, 2024, deposit of '' 15000/- has remained unpaid or unclaimed by the Company.
c. During the year under review, the Company has not made any default in repayment of deposits or payment of interest on deposits.
d. The Company has not accepted or renewed any deposit which is not in compliance with the provisions of Chapter - V of the Companies Act, 2013.
SUBSIDIARY COMPANY:
Company is having 2 wholly owned subsidiary companies outside India namely Vadilal Industries (USA) Inc., USA, and Vadilal Industries Pty Ltd and 2 wholly owned subsidiary companies in India viz; Vadilal Delights Limited and Varood Industries Limited.
A report on the financial position of the subsidiaries as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rules made thereunder in the prescribed Form - AOC-1 is provided as Annexure - B to the Directors'' Report. The Policy for determining material subsidiaries may be accessed on the Company''s website viz www.vadilalgroup.com.
Pursuant to the provisions of Section 136 of the Act, separate Audited Accounts in respect of subsidiary company for the year ended on 31st March, 2024 are available at the web-site of the Company viz. www.vadilalgroup.com.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the requirements of Section 129(3) read with Schedule - III of the Companies Act, 2013 and Rules made thereunder, and Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement), 2015 and other applicable Accounting Standards, the Consolidated Financial Statements of the Company, its subsidiaries and associates, for the year ended on 31st March, 2024 have been attached with the financial statement of the Company. The Audited Consolidated Financial Statements form part of the Annual Report.
CORPORATE GOVERNANCE:
Being a Listed Company, the Company has taken necessary measures to comply with the provisions of Regulation 72 of SEBI (Listing Obligation and Disclosure Requirement), 2015 regarding Corporate Governance. A separate report on Corporate Governance for the year ended on 31st March, 2024 is attached herewith as a part of this Annual Report viz Annexure - C. A certificate from Secretarial Auditors of the Company regarding compliance of Corporate Governance as stipulated under Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is obtained by the Company and annexed to the Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Business Responsibility and Sustainability Report ("BRSR") form part of the Director''s Report. The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company
As required under Regulation 34(2) of SEBI (Listing Obligation and Disclosure Requirement), 2015, the Business Responsibility and sustainability Report is annexed herewith as a part of this Annual Report viz Annexure- D.
DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 and loss of the company for that period;
(c) They have 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) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of loans given, investments made, guarantees given and securities provided by the Company under Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - E in the prescribed Form - AOC-2 and the same forms part of this report. All related party transactions are placed before the Audit Committee and the Board of the Company for review and approval. Omnibus approval is obtained for transactions which are foreseen and repetitive in nature
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website viz. www.vadilalgroup.com.
Your Directors draw attention of the members to Note - 47 to the financial statement which sets out related party disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Rajesh R. Gandhi, Director (DIN:00009879) of the Company, shall retire by rotation at this Annual General Meeting and, being eligible, offers himself for reappointment. The Members are requested to consider his re-appointment as Director of the Company, for which a necessary resolution has been incorporated in the notice of the meeting.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mrs. Deval D. Gandhi (DIN:00988905) of the Company shall retire by rotation at this Annual General Meeting, and being eligible, offers herself for re-appointment. The Members are requested to consider his re-appointment as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting.
Necessary resolutions relating to Directors who are seeking appointment/reappointment are included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the Notes/Annexures to the Notice of the Annual General Meeting.
BOARD EVALUATION:
The Board of Directors carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board and committees was evaluated by the Board on the basis of the criteria determined by Nomination and Remuneration Committee such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, considering the views of executive directors and non-executive directors.
COMMITTEES OF DIRECTORS:
The details of various committees of Directors constituted under provisions of Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and other details are provided in the Corporate Governance Report annexed with the Directors'' Report.
OTHER POLICIES AND MEASURES AS PER THE REQUIREMENT OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT), 2015
The policies formulated by the Company under various provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the website of the Company viz : www.vadilalgroup.com.
NUMBER OF BOARD MEETINGS:
During the year under review, 4 Meetings of the Board of Directors were held the details of which are mentioned in the Corporate Governance Report annexed with the Directors'' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under Section 134(1)(m) of the Companies Act, 2013 and Rules made thereunder, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - F attached herewith and forming part of the Directors'' Report.
RISK MANAGEMENT:
The Company is exposed to various business risks from time to time. Risk management involves handling appropriately risks that are likely to harm an organization. There are various types of risks associated with conducting business of the Company. The ultimate goal of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations.
In view of the same and in terms of requirements of the regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance, the Board of Directors had, approved the risk assessment and minimization procedure adopted by the Company in relation to its business.
The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.
The Board periodically reviews the risk assessment and minimization procedure in relation to the business of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, a committee of the Directors of the Company has been constituted as Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee has formulated a policy on the Corporate Social Responsibility measures to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.
The Corporate Social Responsibility Policy is available on the Company''s web-site viz. www.vadilalgroup.com.
The Annual Report on CSR activities is annexed herewith marked as Annexure - G.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The External and Internal Auditors carry out periodic reviews of the functioning and suggest changes, if required. The company has also a sound budgetary control system with frequent reviews of actual performance as against those budgeted.
The Statutory Auditors have given qualified opinion on the financial reporting in their Report with regards to assessment and closure of the various financial, operational and governance related matters emanating out of the allegations made by promoter directors against each other and their consequential impact, if any, on the standalone financial statements of the Company The Management does not expect any material impact on the financial statements of the Company considering the fact that the matters pertain to earlier financial years and amount as already been expenses in the relevant financial years. Voluntary inquiries by external agencies initiated by the management are in process to substantiate its conclusion.
AUDITORS:
The Board of Directors in its meeting held on 13th August, 2021 approved and recommended appointment of M/s. Arpit Patel & Associates as Statutory Auditors of the Company for a remaining period of 4 years i.e. till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2025 subject to approval of shareholders in the annual general meeting. However, at the 37th Annual General Meeting (AGM) of the members of the Company held on 18th September, 2021, the resolution for the reappointment of M/s. Arpit Patel & Associates as Statutory Auditors of the Company for a remaining period of 4 years i.e. till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2025 was not passed and therefore, pursuant to the provisions of Section 139(10) of the CA 2013, Board of Directors vide circular resolution passed on 05th October, 2021 took note of continuation of M/s. Arpit Patel & Associates as Statutory Auditors of the Company for the financial year 2021-22 i.e. till the conclusion of next Annual General Meeting of the members of the Company to be held in the year 2021-22 as Auditors of the Company.
M/s. Arpit Patel & Associates (FRN: 144032W), Chartered Accountants, Ahmedabad Statutory Auditors of the Company were appointed, as such at the Annual General Meeting of the Company held on 29.09.2022 and 21.09.2023 for one year (out of his remaining tenure of three and two years respectively out of the current term of five consecutive years) to hold office from the conclusion of 38th and 39th Annual General Meeting till the conclusion of 39th and 40th Annual General Meeting of the Company respectively to be held in the year 2023 and 2024.
On the recommendation of the audit committee at its meeting held on 06th August, 2024, the Board of Directors at its meeting held on 06th August, 2024, have approved and recommended to the Members for appointment\ reappointment of M/s Arpit Patel & Associates as Statutory Auditors of the Company for one year (out of his remaining tenure of one year out of the current term of five consecutive years) i.e till the conclusion of the 41st Annual General meeting of the Company to be held in the year 2025.
SECRETARIAL AUDITOR:
Section 204 of the Companies Act, 2013 inter alia requires every listed companies to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed M/s SPAN & Co., Company Secretaries LLP, to conduct Secretarial Audit for the financial year - 2023-2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure - H to this Report.
The Secretarial Auditors'' Report of the Company for the year ended 31st March, 2024 contains certain Comments/ observations. The explanation on observations therein is as under: -
1. As required under Regulation 31(2) of LODR Regulations, hundred percent shareholding of one of the promoters is not maintained in dematerialized form: The promoter group are in the process of dematerialization of shares of the Company.
INSURANCE:
All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and other insurable interests are adequately insured.
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
The Company confirms that it has paid Annual Listing Fees due to the BSE Limited and National Stock Exchange of India Limited upto the Financial Year -2024-2025.
PARTICULARS OF EMPLOYEES:
The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure -1.
MATERIAL INFORMATION:
In the matter of Company Petition Nos. 41, 42 and 43 of 2017 filed by the Petitioners alleging oppression and mismanagement and seeking remedies under Sections 241 and 242 of the Companies Act, 2013 before the National Company Law Tribunal, Ahmedabad ("NCLT"), the Hon''ble NCLT, Ahmedabad, has pronounced its order (dated 10th July 2024) The Honorable NCLT Ahmedabad passed an order on July 10, 2024, and dismissed petition No. 42 of 2017 filed by Petitioners against the Company as one of the Respondents.
Further, under regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the company has submitted the same to the Stock Exchange & has also uploaded on the company''s website www.vadilalgroup.com.
With respect to directions in Company Petition Nos. 41 & 43 of 2017 (where the Company is one of the joint Respondents), there has
been an appeal filed before the NCLAT by one of the Respondents and the matter is sub-judice.
GENERAL:
0 During the year under review, there was no change in the nature of business of the Company and there is no material change and/ or commitments, affecting the financial position of the Company, during the period from 31st March, 2024 till the date of this report.
0 During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.
0 The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.
0 During the year under review, no Director or Managing Director of the Company has received any remuneration or commission from subsidiary of the Company in terms of provisions of Section 197(14) of the Companies Act, 2013.
0 The disclosure in terms of Rule - 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.
0 The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also organized an awareness program for its employees on the said policy on prevention, prohibition and redressal of sexual harassment at workplace adopted by the Company.
0 The trademark "Vadilal" and its associated trademarks are owned by Vadilal International Pvt. Ltd. The Company is a licensee of the said Trademarks.
ACKNOWLEDGEMENT:
The Directors place on record its appreciation and gratitude for the co-operation and assistance extended by various departments of
the Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their wholehearted co-operation and support at all times.
By order of the Board of Directors Mr. Rajesh R. Gandhi Mr. Preet P. Shah
Date : 06th August, 2024 Managing Director Chairman
Place : Ahmedabad DIN: 00009879 DIN: 05131516
Mar 31, 2023
The directors have pleasure in presenting herewith the 39th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2023.
|
(Rs. in Lakhs) |
|||||
|
Particulars |
Year ended |
Year ended |
|||
|
31-03-2023 |
31-03-2022 |
||||
|
(a) |
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) |
12960.16 |
5127.15 |
||
|
(b) |
Finance Cost |
1287.81 |
1788.34 |
||
|
(c) |
Depreciation and amortization expenses |
2023.38 |
1923.87 |
||
|
3311.19 |
3712.21 |
||||
|
(d) |
Profit before Tax |
9648.97 |
1414.94 |
||
|
(e) |
Tax Expenses |
||||
|
Current Tax |
1949.51 |
5.07 |
|||
|
Deferred Tax |
505.13 |
375.44 |
|||
|
Total Tax Expenses |
2454.64 |
380.51 |
|||
|
(f) |
Profit/ (Loss) for the year |
7194.33 |
1034.43 |
||
|
(g) |
Other Comprehensive income: |
||||
|
Remeasurement of defined benefit plans (net of tax) Fair value changes of Cash Flow Hedges (net of tax) |
(18.30) (108.90) |
(69.31) |
|||
|
(h) |
Total Comprehensive income for the year: |
7067.13 |
965.12 |
||
The Company has earned Revenue from Operations of '' 89,671.40 lacs during the year ended on 31st March, 2023 as against '' 54,411.61 lacs during the previous year ended on 31st March, 2022 i.e increase of 64.80% compared to previous year.
After adding thereto, the other income of '' 1,224.08 lakhs, the Company has earned total income of '' 90,895.48 lacs during the year under review. The Company has incurred total expenses of '' 81,246.51 lacs including Finance cost of '' 1,287.81 lacs and Depreciation and Amortization expenses of '' 2,023.38 lacs, during the year under review.
The Company has earned profit before Tax of '' 9,648.97 lacs during the year under review as compared to profit of '' 1,414.94 lacs during the previous year ended on 31st March, 2022. The Company has earned profit of '' 7,194.33 lacs during the year ended on 31st March, 2023 after deducting total tax expenses of '' 2,454.64 lacs as compared to profit of '' 1,034.43 lacs during the previous year ended on 31st March, 2022 after deducting total tax expense of ''380.51 lacs.
During current financial year of 2022-23, the Company has achieved revenue growth and better operational efficiency as compared to previous financial year and pre-covid pandemic period resulting in higher profitability. Further, during the previous financial year of 2021-22, the business has been impacted during the financial year on account of second wave of COVID-19.
The Directors have recommended dividend of '' 1.50 per share (@15%) on 71,87,830 Equity Shares of '' 10/- each of the Company for the Financial Year ended on 31st March, 2023. If approved, the dividend will be paid with deduction of tax at source to the shareholders as applicable.
The Company has not transferred any amount to the General Reserves during the year under review.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Company''s website at https://vadilalgroup.com/?page id=904
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors'' Report. QUALITY ASSURANCE AND AWARDS AWARDS AND CERTIFICATIONS:
Vadilal has won 27 awards over 4 consecutive years: 2008 to 2011 at ''The Great Indian Ice Cream Contest'' organized by the Indian Dairy Association. The various categories for awards were: The Best in Class (3): Chocolate Frozen Dessert, Standard Chocolate Ice Cream, Rose Coconut Shell (Innovation - Novelty), Gold Medal (4): Standard Chocolate Ice Cream, Chocolate Frozen Dessert, Vanilla Frozen Dessert, and Rose Coconut Shell (Innovation - Novelty), Bronze Medal (1): Natural Orange (Premium without Inclusion). Best in Class in Kids category - Joker Ice Trooper, Gold in Kids category - Joker Face Ice Trooper, Silver in Vanilla Frozen Dessert, Bronze in Vanilla Ice Cream - Happinezz Vanilla Ice cream, Bronze in Premium - Pista Happinezz Ice Cream garnished with Green Pista.
Vadilal Ice Creams has been voted as the "Most Trusted Ice Cream Brand in India" as per The Brand Trust Report - 2013. The Economic Times Survey ranked us among the "Top 20 Food and Beverages" brands in India.
Recently in 2019 Vadilal ice cream has been voted as "Super Brand'' a very proud moment.
The Company has received ''THE ECONOMIC TIMES BEST BRANDS - 2021'' Award.
ISO 22000:2005 AND ISO 9001 : 2008
The Company has always made continuous efforts to improve the âOVERALL PRODUCT QUALITY" by following the stringent GMP norms and continuous process innovation. This is evident with the achievement of FSMS (Food Safety Management System) Certifications i.e., BRC: Issue-6 with Grade âA", ISO-22000:2005 and HALAL for our Processed Food Division (PFD), located at Dharampur, Dist. Valsad, Gujarat.
The PFD Manufacturing facility is also listed in âTwo Star Export House" Status by Joint Director General of Foreign Trade, Ministry of Commerce, and Industry for export of Processed Foods Products -APEDA.
The Ice Cream plants of the Company located in two locations - Pundhra in Gujarat & Barelly in UP are also certified for ISO-22000:2005, ISO 9001:2015 and BRC: Issue 7 for Food Safety Management System is another feather in the cap for the Company.
During the year under review, the company has been Sanctioned Term Loan of '' 45 Crore from Indusind Bank Ltd. and partially disbursed by '' 22.49 Crore on standalone basis. The company has also repaid the short-term loans availed during the last year from The Kalupur Commercial Co-op. Bank Ltd. for '' 15.00 Crore and Unsecured Loan from Samunnati Finance for '' 10.00 Crore. During the year company has made regular repayment of Loan & interest thereon and there is no any overdue payment to Banks and FIs.
During the year the Company has availed short term pledge finance facility from The Kalupur Commercial Co-op. Bank Ltd. for '' 35 Crore against pledge of Skimmed Milk Powder (SMP) & Butter.
Company is having Consortium arrangement with BOB, SBI, IDBI & Indusind Bank where lead bank is Bank of Baroda.
During the year company has raised ICD (Inter Corporate Deposit) to bridge the short-term working capital gap.
Based on the financial performance of previous year i.e. 2021-22, India ratings & Research Pvt. Ltd. has rated the Long term borrowing & Fund Based Working Capital Facility as BBB / Stable and Non fund based facility is rated as A2 vide its letter dated 07.10.2022.
INVESTOR EDUCATION AND PROTECTION FUND:
During the financial year - 2022-2023, the Company has deposited unclaimed/ unpaid fixed deposit amount of '' 3,11,888/- to Investor Education and Protection Fund - IEPF.
During the year under review, the Company has transferred the unclaimed interest on Fixed Deposit of '' 66888/- and Mature deposit of '' 245000/- to Investors'' Education and Protection Fund.
During the Financial year - 2022-2023, the Company has also transferred ''250,156/- being amount of unpaid dividend for the year -2014-2015 to Investor Education and Protection Fund.
During the financial year - 2022-2023, the Company has transferred 24,828 Shares to Investor Education and Protection Fund - IEPF as dividend on those shares remained unclaimed for continuous 7 years.
a. During the year under review, the details of deposits accepted by the Company from its Members, after complying with the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, are as under:
I. Details of Deposit from Shareholders:
|
('' in lakhs) |
|||
|
(a) Amount of existing deposits as at 1st April, 2022 |
4574.75 |
||
|
(b) Amount of deposits accepted or renewed during the year |
|||
|
(i) Secured deposits |
0 |
||
|
(ii) Unsecured deposits |
215.00 |
||
|
Total(b): |
215.00 |
||
|
(c) Amount of deposits repaid during the year |
2065.55 |
||
|
(d) Balance of deposits outstanding at the end of the year (a b-c) |
2724.20 |
||
|
II. Details of Deposit from Public [Accepted under Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975]: ('' in lakhs) |
|||
|
(a) Amount of existing deposits as at 1st April, 2021 |
0.15 |
||
|
(b) Amount of deposits accepted or renewed during the year |
|||
|
(i) Secured deposits |
0 |
||
|
(ii) Unsecured deposits |
0 |
||
|
Total(b): |
0 |
||
|
(c) Amount of deposits repaid during the year |
0 |
||
|
(d) Balance of deposits outstanding at the end of the year (a b-c) |
0.15 |
||
b. As on 31st March, 2023, deposit of '' 15000/- has remained unpaid or unclaimed by the Company.
c. During the year under review, the Company has not made any default in repayment of deposits or payment of interest on deposits.
d. The Company has not accepted or renewed any deposit which is not in compliance with the provisions of Chapter - V of the Companies Act, 2013.
Company is having 2 wholly-owned subsidiary companies outside India namely Vadilal Industries (USA) Inc., USA, and Vadilal Industries Pty Ltd and 2 wholly owned subsidiary companies in India viz; Vadilal Delights Limited and Varood Industries Limited.
A report on the financial position of the subsidiaries as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rules made thereunder in the prescribed Form - AOC-1 is provided as Annexure - B to the Directors'' Report. The Policy for determining material subsidiaries may be accessed on the Company''s website viz www.vadilalgroup.com.
Pursuant to the provisions of Section 136 of the Act, separate Audited Accounts in respect of subsidiary company for the year ended on 31st March, 2023 are available at the web-site of the Company viz. www.vadilalgroup.com.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the requirements of Section 129(3) read with Schedule - III of the Companies Act, 2013 and Rules made thereunder, and Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement), 2015 and other applicable Accounting Standards, the Consolidated Financial Statements of the Company, its subsidiaries and associates, for the year ended on 31st March, 2023 have been attached with the financial statement of the Company. The Audited Consolidated Financial Statements form part of the Annual Report.
Being a Listed Company, the Company has taken necessary measures to comply with the provisions of Regulation 72 of SEBI (Listing Obligation and Disclosure Requirement), 2015 regarding Corporate Governance. A separate report on Corporate Governance for the year ended on 31st March, 2023 is attached herewith as a part of this Annual Report viz Annexure - C. A certificate from Secretarial Auditors of the Company regarding compliance of Corporate Governance as stipulated under Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is obtained by the Company and annexed to the Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Business Responsibility and Sustainability Report ("BRSR") form part of the Director''s Report. The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company
As required under Regulation 34(2) of SEBI (Listing Obligation and Disclosure Requirement), 2015, the Business Responsibility and sustainability Report is annexed herewith as a part of this Annual Report viz Annexure- D.
DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 and of the profit and loss of the company for that period;
(c) 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) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of loans given, investments made, guarantees given and securities provided by the Company under Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure -Ein the prescribed Form - AOC-2 and the same forms part of this report. All related party transactions are placed before the Audit Committee and the Board of the Company for review and approval. Omnibus approval is obtained for transactions which are foreseen and repetitive in nature
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website viz. www.vadilalgroup.com.
Your Directors draw attention of the members to Note - 46 to the financial statement which sets out related party disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Devanshu L Gandhi, Director (DIN:00010146) of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. The Members are requested to consider his re-appointment as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Kalpit R. Gandhi, Director (DIN: 02843308) of the Company shall retire by rotation at this Annual General Meeting, and being eligible, offers himself for re-appointment. The Members are requested to consider his re-appointment as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting.
Mr. Vijay R. Shah independent Director and chairman of the Company retired at the 29th September, 2022. Board of Directors hereby expresses its gratitude to Mr. Vijay Shah for his service and contribution to the Company during his tenure.
Mr. Preet Shah Independent Director of the Company was appointed as a the chairman of the board of Directors of the Company with effect from 30th September,2022.
The remuneration of Mr. Rajesh Gandhi and Mr. Devanshu Gandhi as Managing Directors of the Company for the remaining period of 2 years of their term w.e.f 25th March, 2023 to 24th March, 2025 is for the approval of members.
Necessary resolutions relating to Directors who are seeking appointment/reappointment are included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the Notes/Annexures to the Notice of the Annual General Meeting.
The Board of Directors carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board and committees was evaluated by the Board on the basis of the criteria determined by Nomination and Remuneration Committee such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, considering the views of executive directors and non-executive directors.
The details of various committees of Directors constituted under provisions of Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and other details are provided in the Corporate Governance Report annexed with the Directors'' Report.
OTHER POLICIES AND MEASURES AS PER THE REQUIREMENT OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT), 2015
The policies formulated by the Company under various provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the website of the Company viz : www.vadilalgroup.com.
During the year under review, 7 Meetings of Board of Directors were held the details of which are mentioned in the Corporate Governance Report annexed with the Directors'' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under Section 134(1)(m) of the Companies Act, 2013 and Rules made thereunder, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - F attached herewith and forming part of the Directors'' Report.
The Company is exposed to various business risks from time to time. Risk management involves handling appropriately risks that are likely to harm an organization. There are various types of risks associated with conducting business of the Company. The ultimate goal of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations.
In view of the same and in terms of requirements of the regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance, the Board of Directors had, approved the risk assessment and minimization procedure adopted by the Company in relation to its business.
The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.
The Board periodically reviews the risk assessment and minimization procedure in relation to the business of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, a committee of the Directors of the Company has been constituted as Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee has formulated a policy on the Corporate Social Responsibility measures to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.
The Corporate Social Responsibility Policy is available on the Company''s web-site viz. www.vadilalgroup.com.
The Annual Report on CSR activities is annexed herewith marked as Annexure - G.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The External and Internal Auditors carryout periodic reviews of the functioning and suggest changes, if required. The company has also a sound budgetary control system with frequent reviews of actual performance as against those budgeted.
The Statutory Auditors have given qualified opinion on the financial reporting in their Report with regards to assessment and closure of the various financial, operational and governance related matters emanating out of the allegations made by promoter directors against each other and their consequential impact, if any, on the standalone financial statements of the Company The Management does not expect any material impact on the financial statements of the Company considering the fact that the matters pertain to earlier financial years and amount as already been expensed in the relevant financial years. Voluntary inquiries by external agencies initiated by the management are in process to substantiate its conclusion.
The Board of Directors in its meeting held on 13th August, 2021 approved and recommended appointment of M/s. Arpit Patel & Associates as Statutory Auditors of the Company for a remaining period of 4 years i.e. till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2025 subject to approval of shareholders in the annual general meeting. However, at the 37th Annual General Meeting (AGM) of the members of the Company held on 18th September, 2021, the resolution for the reappointment of M/s. Arpit Patel & Associates as Statutory Auditors of the Company for a remaining period of 4 years i.e. till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2025 was not passed and therefore, pursuant to the provisions of Section 139(10) of the CA 2013, Board of Directors vide circular resolution passed on 05th October, 2021 took note of continuation of M/s. Arpit Patel & Associates as Statutory Auditors of the Company for the financial year 2021-22 i.e. till the conclusion of next Annual General Meeting of the members of the Company to be held in the year 2021-22 as Auditors of the Company.
M/s. Arpit Patel & Associates (FRN: 144032W), Chartered Accountants, Ahmedabad Statutory Auditors of the Company were appointed, as such at the Annual General Meeting of the Company held on 29.09.2022 for one year (out of his remaining tenure of three years out of the current term of five consecutive years) to hold office from the conclusion of 38th Annual General Meeting till the conclusion of 39th Annual General Meeting of the Company to be held in the year 2023.
On the recommendation of the audit committee at its meeting held on 09th August, 2023, the Board of Directors at its meeting held on 09th August, 2023, have approved and recommended to the Members for reappointment of M/s Arpit Patel & Associates as Statutory Auditors of the Company for One year (out of his remaining tenure of of two years out of the current term of five consecutive years) i.e till the conclusion of the 40th Annual General meeting of the Company to be held in the year 2024.
Section 204 of the Companies Act, 2013 inter alia requires every listed companies to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed M/s SPAN & Co., Company Secretaries LLP, to conduct Secretarial Audit for the financial year - 2022-2023. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure - H to this Report.
The Secretarial Auditors'' Report of the Company for the year ended 31st March, 2023 contains certain Comments/ observations. The explanation on observations therein is as under: -
1. As required under Regulation 31(2) of LODR Regulations, hundred percent shareholding of one of the promoters is not maintained in dematerialized form: The promoter group are in the process of dematerialization of shares of the Company.
INSURANCE:
All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and other insurable interest are adequately insured.
The Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
The Company confirms that it has paid Annual Listing Fees due to the BSE Limited and National Stock Exchange of India Limited upto the Financial Year -2023-2024.
PARTICULARS OF EMPLOYEES:
The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure -1.
MATERIAL INFORMATION:
A Company Petition (being Company Petition No. 42 of 2017) has been filed against the Company, before the National Company Law Tribunal, Ahmedabad ("NCLT"), under Sections 241 and 242 of the Companies Act, 2013. In connection to the said Company Petition No. 42 of 2017, the case has been heard on 11thJuly, 2023 and the matter has been adjourned to 22nd August, 2023.
0 During the year under review, there was no change in the nature of business of the Company and there is no material change and/ or commitments, affecting the financial position of the Company, during the period from 31st March, 2023 till the date of this report.
0 During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.
0 The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.
0 During the year under review, no Director or Managing Director of the Company has received any remuneration or commission from subsidiary of the Company in terms of provisions of Section 197(14) of the Companies Act, 2013.
0 The disclosure in terms of Rule - 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.
0 The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also organized an awareness program for its employees on the said policy on prevention, prohibition and redressal of sexual harassment at workplace adopted by the Company.
0 The trademark "Vadilal" and its associated trademarks are owned by Vadilal International Pvt. Ltd. The Company is a licensee of the said Trademarks.
The Directors place on record its appreciation and gratitude for the co-operation and assistance extended by various departments of
the Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their wholehearted co-operation and support at all times.
Mar 31, 2018
The Directors have pleasure in presenting herewith the 34th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2018.
FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
|
Particulars |
Year ended on 31-03-2018 |
Previous year ended on 31-03-2017 |
|
||
|
(a) Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) (b) Finance Cost (c) Depreciation and amortization expenses (d) Profit before Tax (e) Tax Expenses (a) Current Tax (b) Deferred Tax Total Tax Expenses (f) Profit for the year (g) Other Comprehensive income : A (i) Item that will not be reclassified to profit or loss Remeasurement of defined benefit plans (ii) Income tax relating to items that will not be reclassified to profit or loss Other Comprehensive Income for the year : (h) Total Comprehensive income for the year : |
1522.19 1598.38 |
5344.32 3120.57 2223.75
739.22 1484.53 |
1596.99 1483.34 |
5757.90 3080.33 2677.57 1014.38 1663.19 |
|
|
608.05 131.17 |
939.57 74.81 |
|
|||
|
(28.35) 9.81 (18.54) 1465.99 |
(45.49) 15.74 (29.75) 1633.44 |
|
|||
|
|
|||||
STATE OF COMPANYâS AFFAIRS:
The Company has earned Revenue from Operations of Rs.52304.47 Lacs during the year ended on 31st March, 2018 as against Rs.48438.10 Lacs earned during the previous year ended on 31st March, 2017 giving a rise of 7.98% as compared to previous year.
After adding thereto the other income of Rs.453.04 Lacs earned by the Company, the Company has earned total income of Rs.52757.51 Lacs during the year under review. The Company has incurred total expenses of Rs.50533.76 Lacs including Finance cost of Rs.1522.19 Lacs and Depreciation and Amortization expenses of Rs.1598.38 Lacs, during the year under review.
The Company has earned profit before Tax of Rs.2223.75 Lacs during the year under review as compared to Profit Rs.2677.57 Lacs incurred during the previous year ended on 31st March, 2017. The Company has earned profit for the year of Rs.1484.53 Lacs during the year ended on 31st March, 2018 after deducting Current Tax of Rs.608.05 Lacs and Deferred Tax of Rs.131.17 Lacs, as compared to Profit of Rs.1663.19 Lacs incurred by the Company during the previous year ended on 31st March, 2017.
DIVIDEND :
The Directors have recommended dividend of Rs.1.25 per share (@12.50%) on 71,87,830 Equity Shares of Rs.10/- each of the Company for the Financial Year ended on 31st March, 2018 as compared to Dividend of Rs.1.25 per share (@10.25%) declared for the previous Financial Year ended on 31st March, 2017. If approved, the dividend will be paid without deduction of tax at source to the shareholders.
TRANSFER TO RESERVE :
The Company does not propose to transfer any amount to the General Reserve during the year under review.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company as required under Section 92(3) of the Act and Rule - 12 of the Companies (Management and Administration) Rules, 2014, in the prescribed Form - MGT-9, is annexed herewith as Annexure - A, to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as per Annexure - B and forming part of the Directorsâ Report.
QUALITY ASSURANCE AND AWARDS
AWARDS AND CERTIFICATIONS:
Vadilal has won 27 awards over 4 consecutive years: 2008 to 2011 at ''The Great Indian Ice Cream Contest'' organized by the Indian Dairy Association. The various categories for awards were: The Best in Class (3): Chocolate Frozen Dessert, Standard Chocolate Ice Cream, Rose Coconut Shell (Innovation - Novelty), Gold Medal (4): Standard Chocolate Ice Cream, Chocolate Frozen Dessert, Vanilla Frozen Dessert and Rose Coconut Shell (Innovation - Novelty), Bronze Medal (1): Natural Orange (Premium without Inclusion). Best in Class in Kids category - Joker Ice Trooper, Gold in Kids category - Joker Face Ice Trooper, Silver in Vanilla Frozen Dessert, Bronze in Vanilla Ice Cream - Happinezz Vanilla Ice cream, Bronze in Premium - Pista Happinezz Ice Cream garnished with Green Pista.
Vadilal Ice Creams has been voted as the âMost Trusted Ice Cream Brand in Indiaâ as per The Brand Trust Report - 2013. The Economic Times Survey ranked us among the âTop 20 Food and Beveragesâ brands in India.
ISO 22000:2005 AND ISO 9001:2008 CERTIFICATES
The Company has always made continuous efforts to improve the âOVERALL PRODUCT QUALITYâ by following the stringent GMP norms and continuous process innovation. This is evident with the achievement of FSMS (Food Safety Management System) Certifications i.e. BRC: Issue-6 with Grade âAâ, ISO-22000:2005 and HALAL for our Processed Food Division (PFD), located at Dharampur, Dist. Valsad, Gujarat.
The PFD Manufacturing facility is also listed in âTwo Star Export Houseâ Status by Joint Director General of Foreign Trade, Ministry of Commerce and Industry for export of Processed Foods Products-APEDA.
The Ice Cream plants of the Company located in two locations - Pundhra in Gujarat & Barelly in UP are also certified for ISO-22000:2005, ISO 9001:2008 and BRC: Issue 6 for Food Safety Management System is another feather in the cap for the Company.
FINANCE:
During the year under review, the company has raised Rs.60.00 Crore from Indusind Bank without personal guarantee of promoters as Long Term Borrowing, with low rate of Interest, to replace Short Term Borrowing, to avoid mismatch of long term fund v/s long term assets. It has improved various financial parameters including current ratio.
The Company has availed Unsecured Working Capital Loan of '' 10.00 crores from HDFC Bank for the period of 6 months, for procurement of raw materials, in winter season.
The Company has also availed finance from American Express Banking Corporation for '' 13.45 crores, as a Corporate Credit Card facility for Vendor payment.
During the year company has made regular repayment of Loan & interest thereon and there is no any overdue payment to Banks and FIs. During the year, the Banks have also reduced the Rate of Interest and the Company has upgraded external rating from BBB (Stable) to BBB (Plus).
During the financial year - 2017-2018, the Company has deposited unclaimed/ unpaid fixed deposit amount of '' 37595/- to Investor Education and Protection Fund - IEPF.
During the Financial year - 2017-2018, the Company has also transferred '' 46403/- being amount of unpaid dividend for the year - 2009-2010 to Investor Education and Protection Fund.
DETAILS OF DEPOSITS:
a. During the year under review, the details of deposits accepted by the Company from its Members, after complying with the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, are as under :
i. Details of Deposit from Shareholders : (Rs. in Lacs)
|
(a) Amount of existing deposits as at 1st April, 2017 |
: |
1764.90 |
|
|
(b) Amount of deposits accepted or renewed during the year |
|||
|
(i) Secured deposits |
: |
0 |
|
|
(ii) Unsecured deposits |
: |
1586.15 |
|
|
Total (b) : |
: |
1586.15 |
|
|
(c) Amount of deposits repaid during the year |
: |
613.42 |
|
|
(d) Balance of deposits outstanding at the end of the year (a b-c) |
2737.63 |
||
ii. Details of Deposit from Public [Accepted under Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975] :
(Rs. in Lacs)
|
(a) Amount of existing deposits as at 1st April, 2017 |
0.15 |
||
|
(b) Amount of deposits accepted or renewed during the year |
|||
|
(i) Secured deposits |
0 |
||
|
(ii) Unsecured deposits |
0 |
||
|
Total (b) : |
0 |
||
|
(c) Amount of deposits repaid during the year |
0 |
||
|
(d) Balance of deposits outstanding at the end of the year (a b-c) |
0.15 |
||
b. As on 31st March, 2018, deposits of '' 15000/- was remained unpaid or unclaimed by the Company.
c. During the year under review, the Company has not made any default in repayment of deposits or payment of interest on deposits.
d. The Company has not accepted or renewed any deposit which is not in compliance with the provisions of Chapter - V of the Companies Act, 2013.
SUBSIDIARY COMPANY:
The Company is having a wholly-owned subsidiary company namely Vadilal Industries (USA) Inc., USA.
During the year under review, the company has incorporated a new subsidiary company in United Arab Emirates in the name of VADILAL GULF (FZE) on 20-02-2018. The company has also incorporated a new subsidiary company in Australia in the name of Vadilal Industries Pty Ltd, on 16-04-2018. However, the Company has not made any investment in the securities of the said companies yet.
A report on the financial position of the subsidiary and associate as per first proviso to sub-section(3) of Section 129 of the Companies Act, 2013 and Rules made thereunder in the prescribed Form - AOC-1 is provided as Annexure - C to the Directors'' Report. The Policy for determining material subsidiaries may be accessed on the Company''s website viz www.vadilalgroup.com.
Pursuant to the provisions of Section 136 of the Act, separate Audited Accounts in respect of subsidiary company for the year ended on 31st March, 2018 are available at the web-site of the Company viz. www.vadilalgroup.com.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the requirements of Section 129(3) read with Schedule - III of the Companies Act, 2013 and Rules made thereunder, and Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement), 2015 and other applicable Accounting Standards, the Consolidated Financial Statements of the Company, its subsidiaries and associates, for the year ended on 31st March, 2018 have been attached with the financial statement of the Company. The Audited Consolidated Financial Statements form part of the Annual Report.
CORPORATE GOVERNANCE:
Being a Listed Company, the Company has taken necessary measures to comply with the provisions of Chapter-IV of SEBI (Listing Obligation and Disclosure Requirement), 2015 regarding Corporate Governance. A separate report on Corporate Governance for the year ended on 31st March, 2018 is attached herewith as a part of this Annual Report viz Annexure - D. A certificate from Statutory Auditors of the Company regarding compliance of Corporate Governance as stipulated under Regulation 34(3) and 53(f) of SEBI (Listing Obligation and Disclosure Requirement), 2015 is obtained by the Company and annexed to the Corporate Governance Report.
DIRECTORSâ RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm :
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 and of the profit and loss of the company for that period;
(c) 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) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of loans given, investments made, guarantees given and securities provided by the Company under Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - E in the prescribed Form - AOC-2 and the same forms part of this report. All related party transactions are placed before the Audit Committee of the Company for review and approval.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website viz. www.vadilalgroup.com.
Your Directors draw attention of the members to Note - 46 to the financial statement which sets out related party disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Rajesh R. Gandhi, Managing Director (DIN: 00009879) of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment. The retiring by rotation of Mr. Rajesh R. Gandhi, as aforesaid and his re-appointment shall not be termed as discontinuation in his office as Managing Director of the Company. The Members are requested to consider his re-appointment as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mrs. Deval D. Gandhi (DIN: 00988905) of the Company shall retire by rotation at this Annual General Meeting and being eligible, offer herself for re-appointment The Members are requested to consider her re-appointment as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting.
The brief resume/details relating to the said Directors, who are to be re-appointed are furnished in the Notes to the Notice of the Annual General Meeting.
BOARD EVALUATION:
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual independent directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement), 2015.
The performance of the Board and committees were evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
COMMITTEES OF DIRECTORS:
The details of various committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and other details are provided in the Corporate Governance Report annexed with the Directors'' Report.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Policy on appointment and remuneration of Directors as approved by the Board of Directors is enclosed with the Directors'' report and marked as Annexure - F
OTHER POLICIES AND MEASURES AS PER THE REQUIREMENT OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT), 2015
The policies formulated by the Company under various provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement), 2015 are available on the website of the Company viz : www.vadilalgroup.com.
NUMBER OF BOARD MEETINGS:
During the year under review, 9 Meetings of Board of Directors and one adjourned Board Meeting were held the details of which are mentioned in the Corporate Governance Report annexed with the Directors'' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under Section 134(1)(m) of the Companies Act, 2013 and Rules made thereunder, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - G attached herewith and forming part of the Directors'' Report.
RISK MANAGEMENT:
The Company is exposed to various business risks from time to time. Risk management involves handling appropriately risks that are likely to harm an organization. There are various types of risks associated with conducting business of the Company. The ultimate goal of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations.
In view of the same and in terms of requirements of the Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement), 2015 regarding Corporate Governance, the Board of Directors had, approved the risk assessment and minimization procedure adopted by the Company in relation to its business.
The Board periodically reviews the risk assessment and minimization procedure in relation to the business of the Company. CORPORATE SOCIAL RESPONSIBILITY:
In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, a committee of the Directors of the Company has been constituted as Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee has formulated a policy on the Corporate Social Responsibility measures to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.
The Corporate Social Responsibility Policy is available on the Company''s web-site viz. www.vadilalgroup.com.
The Annual Report on CSR activities is annexed herewith marked as Annexure - H.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
AUDITORS:
In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors of the Company were appointed as Statutory Auditors of the Company at the 33rd Annual General Meeting of the Members of the Company held on Friday, 29th September, 2017 for a period of 5 years from the conclusion of the 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company to be held in the year 2022, subject to ratification of their appointment by the Members at every Annual General Meeting till the 38th Annual General Meeting.
The Board of Directors has, on recommendation of Audit Committee, recommended to the Members about the ratification of appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors of the Company
The Consent and certificate u/s 139 of the Companies Act, 2013 have been obtained from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, to the effect that their appointment, if made, shall be in accordance with the applicable provisions of the Act and the Rules issued thereunder.
COST ACCOUNTING RECORDS :
The provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company and hence, the Company does not maintain Cost Accounting records.
AUDITORSâ REPORT OF THE COMPANY:
The Auditors'' Report on the Annual Accounts of the Company for the year ended on 31st March, 2018 does not contain any qualification / reservation / observation or negative remark.
SECRETARIAL AUDITOR:
Section 204 of the Companies Act, 2013 inter alia requires every listed companies to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed M/s SPAN & Co., Company Secretaries LLP, to conduct Secretarial Audit for the financial year - 2017-2018. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - I to this Report.
The explanation to the observation made in the Secretarial Audit Report is Provided in Annual Report on CSR Activities as per Annexure-H to the report.
INSURANCE:
All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and other insurable interest are adequately insured.
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
The Company confirms that it has paid Annual Listing Fees due to the BSE Limited and National Stock Exchange of India Limited upto the Financial Year -2018-2019.
PARTICULARS OF EMPLOYEES:
The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure - J.
The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as, during the financial year under review, apart from the Managing Directors, no employee of the Company was in receipt of remuneration in excess of the limits set out in the said rules. The details of remuneration paid to the Managing Directors are already provided in the report.
MATERIAL INFORMATION :
During the period under review, a Company Petition (being Company Petition No. 42 of 2017) has been filed against the Company, before the National Company Law Tribunal, Ahmedabad (âNCLTâ), under Sections 241 and 242 of the Companies Act, 2013. In connection to the said Company Petition No. 42 of 2017, the Petitioners and some of the parties to the petition are seeking to arrive at an amicable resolution of matter. The matter was lastly heard by the Hon''ble NCLT on 27-07-2018.
GENERAL:
- During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31st March, 2018 till the date of this report.
- During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.
- The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.
- During the year under review, no Director or Managing Director of the Company has received any remuneration or commission from subsidiary of the Company in terms of provisions of Section 197(14) of the Companies Act, 2013.
- The disclosure in terms of Rule - 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.
- The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also organized an awareness program for its employees on the said policy on prevention, prohibition and redressal of sexual harassment at workplace adopted by the Company
- The trademark âVadilalâ and its associated trademarks are owned by Vadilal International Pvt. Ltd. The Company is a licensee of the said Trademarks.
ACKNOWLEDGEMENT:
The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at al levels.
The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.
By order of the Board of Directors
Date : 11th August, 2018 RAJESH R. GANDHI
Place : Ahmedabad Chairman and Managing Director
DIN : 00009879
Mar 31, 2015
The Directors have pleasure in presenting herewith the 31st Annual
Report together with the Audited Statement of Accounts for the year
ended on 31st March, 2015.
FINANCIAL HIGHLIGHTS:
(Rs. in lacs)
Particulars Year ended Previous year
31-3-2015
ended 31-3-2014
(a) Earning before Interest, Tax,
Depreciation and Amortization
(EBITDA) 4400.33 4202.55
(b) Finance Cost 2573.24 2524.13
(c) Depreciation and amortization
expenses 1308.23 1362.12
Less : Recoupment from Revaluation
Reserve / Deferred 3.42 1304.81 81.36 1280.76
Government Grant
(d) Profit before Exceptional and
Extraordinary Items and Tax 522.28 397.66
(e) Exceptional Items
Long term loans & Advances
written off 196.93 135.05
(P.Y. Provision for diminution in
the value of Long Term Investments)
(f) Profit before Extraordinary
Items and Tax 325.35 262.61
(g) Extraordinary Items 0.00 0.00
(h) Profit before Tax
325.35 262.61
(i) Tax Expenses
(a) Current Tax 58.50 94.09
Less : MAT Credit entitlement (58.50) 0.00 (89.94) 4.15
(b) Deferred Tax charge /
(release) 137.16 128.98
(c) Short/(Excess) Provision of
Tax of (4.71) (13.07)
earlier years 132.45 120.06
(j) Profit for the year 192.90 142.55
(k) Surplus in the Statement of
Profit and Loss:
Balance as per last Financial
Statements 453.25 494.79
Profit for the year 192.90 142.55
Less : Appropriations:
(a) Proposed final equity dividend 71.88 71.88
(amount per share Rs.
1.00/- P. Y.
amount per share Rs. 1.00/-)
(b) Tax on proposed equity dividend 14.63 12.21
(c) Transferred to General Reserve 161.78 100.00
Total Appropriations 248.29 184.09
Net Surplus in the statement of
Profit and Loss 397.86 453.25
STATE OF COMPANY'S AFFAIRS:
The Company has earned revenue from operations (gross) of Rs. 41288.57
lakhs during the year ended on 31st March, 2015 as against Rs. 37170.32
lakhs earned during the previous year ended on 31st March, 2014, giving
a rise of 11.08% as compared to previous year. Out of the revenue from
operations of Rs. 41288.57 lakhs earned by the Company during the year
under review, Rs. 35186.91 lakhs represents sales turnover of Ice-cream &
Frozen Desserts, Rs. 5866.16 lakhs represents sales turnover of Processed
Food products, Rs. 6.35 lakhs represents the income from Money Changing
business and Rs. 229.15 lakhs represents other operating revenues. The
Company has also earned other income of Rs.307.86 lakhs during the year
under review as against Rs.156.40 lakhs earned during the previous year.
The Company has earned the Profit before Tax of Rs. 325.35 lakhs during
the year ended on 31st March, 2015 as compared to Rs. 262.61 lakhs earned
during the previous year ended on 31st March, 2014, showing a rise of
23.89%.
The Company has earned net Profit of Rs. 192.90 lakhs for the year ended
on 31st March, 2015 after providing Finance Cost and Depreciation and
Amortisation expenses and after making Provision for Deferred Tax
Charge of Rs. 137.16 lakhs and other adjustments, as compared to Profit
of Rs. 142.55 lakhs earned by the Company during the previous year ended
on 31st March, 2014.
After adding the Surplus in the Statement of Profit & Loss of Rs. 453.25
lakhs brought forward from the previous year to the profit of Rs. 192.90
lakhs earned by the Company during the year under review, the total
amount of Rs. 646.15 lakhs is available for appropriation.
DIVIDEND :
The Directors have recommended dividend of Rs.1.00 per share (@10.00%)
on 71,87,830 Equity Shares of Rs.10/- each of the Company for the
Financial Year ended on 31st March, 2015, as compared to Dividend of
Rs.1.00 per share (@10.00%) declared for the previous Financial Year
ended on 31st March, 2014. This will absorb Rs. 71.88 lakhs as against Rs.
71.88 lakhs absorbed in the previous year. The corporate dividend tax
payable by the Company on the said dividend will be Rs. 14.63 lakhs as
against Rs. 12.21 lakhs in the previous year. If approved, the dividend
will be paid without deduction of tax at source to the shareholders.
TRANSFER TO RESERVE :
After making appropriation for Dividend and Dividend Tax, the Company
proposes to transfer Rs. 161.78 lakhs to General Reserve and amount of Rs.
397.86 lakhs is proposed to be retained as the Surplus in the Statement
of Profit and Loss.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company as required under Section 92(3)
of the Act and Rule - 12 of the Companies (Management and
Administration) Rules, 2014, in the prescribed Form - MGT-9, is annexed
herewith as Annexure - A, to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as
per Annexure - B and forming part of the Directors' Report.
ADDITIONAL DISCLOSURES:
In line with the requirements of the Listing Agreement with the Stock
Exchanges and the Accounting Standards of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the Notes on Accounts for the year under review in respect of Related
Party Transactions, Employees Benefits, Taxes on Income, Derivative
Instruments, Segmental Reporting (in Notes on Consolidated Accounts),
Calculation of EPS, Foreign Currency Transactions etc.
QUALITY ASSURANCE AND AWARDS
AWARDS AND CERTIFICATIONS:
Vadilal has won 27 awards over 4 consecutive years: 2008 to 2011 at The
Great Indian Ice Cream Contest' organized by the Indian Dairy
Association. The various categories for awards were: The Best in Class
(3): Chocolate Frozen Dessert, Standard Chocolate Ice Cream, Rose
Coconut Shell (Innovation - Novelty) Gold Medal (4): Standard Chocolate
Ice Cream, Chocolate Frozen Dessert, Vanilla Frozen Dessert and Rose
Coconut Shell (Innovation - Novelty), Bronze Medal (1) Natural Orange
(Premium without Inclusion). Best in Class in Kids category - Joker Ice
Trooper, Gold in Kids category - Joker Face Ice Trooper, Silver in
Vanilla Frozen Dessert. Bronze in Vanilla Ice Cream - Happinezz Vanilla
Ice cream. Bronze in Premium - Pista Happinezz Ice Cream garnished with
Green Pista.
Vadilal Ice Creams has been voted as the "Most Trusted Ice Cream Brand
in India" as per the The Brand Trust Report - 2013. The Economic Times
Survey ranked us among the "Top 20 Food and Beverages" brands in India.
ISO 22000:2005 AND ISO 9001:2008 CERTIFICATES
The Company has always made continuous efforts to improve the "OVERALL
PRODUCT QUALITY" by following the stringent GMP norms and continuous
process innovation. This is the evident of the achievement of FSMS
(Food Safety Management System) Certifications i.e. BRC:Issue-6 with
Grade "A", ISO-22000:2005 and HALAL for our Processed Food Division
(PFD), located at Dharampur, Dist. Valsad, Gujarat.
The PFD Manufacturing facility is also listed in "Two Star Export
House" Status by Joint Director General of Foreign Trade, Ministry of
Commerce and Industry for export of Processed Foods Products -APEDA.
The Ice Cream plants of the Company located in two locations i.e.
Pundhra in Gujarat & Barelly in UP are also certified for
ISO-22000:2005, ISO 9001:2008 and BRC : Issue 6 for Food Safety
Management System is another feather in the cap of the Company.
FINANCE:
During the year under review, the Company has availed Secured /
unsecured loans / Vendor Finance / Bill Discounting, etc.from various
Banks, FIs, Various Parties and other companies. During the year
company has made regular repayment of Loan & interest and there is no
any overdue payment to Banks and FIs. External
Rating Agency CRISIL has reviewed the External Rating of the company
i.e. BBB (Negative).
In terms of the provisions of Investor Education and Protection Fund
Rules, 2001 (IEPF), during the year under review, the Company has
transferred the amount of unpaid and unclaimed Dividend of Rs.165276/-
for the year 2005-2006 and Rs.184887/- for the year 2006-2007, to IEPF
established by the Central Government under Section 205C(1) of the
Companies Act, 1956.
In terms of the provisions of Investor Education and Protection Fund
Rules, 2001 (IEPF), during the year under review, the Company has
transferred the amount of unclaimed interest on fixed deposit of
Rs.39182/- upto 31 -3-2008, to IEPF established by the Central
Government under Section 205C(1) of the Companies Act, 1956.
DETAILS OF DEPOSITS:
(a) During the year under review, the Company has accepted Deposits of
Rs.495.81 lakhs from its Members, after complying with the provisions
of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
(b) The details of deposits that remained unpaid or unclaimed by the
Company as on 31st March, 2015 are as under :
Rs.in lakhs
- Deposits from Members/Shareholders 751.16
- Deposits from Public accepted before 1-4-2014 536.54
Total 1287.70
(c) During the year under review, the Company has not made any default
in repayment of deposits or payment of interest on deposits.
(d) The Company has not accepted or renewed any deposit which is not in
compliance with the provisions of Chapter - V of the Companies Act,
2013.
SUBSIDIARY COMPANY:
The Company is having a wholly-owned subsidiary company namely Vadilal
Industries (USA) Inc., USA. Except the same, during the year under
review, no Company has become or ceased to become subsidiary, joint
venture or associate Company. A report on the financial position of the
subsidiary and associate as per first proviso to sub-section(3) of
Section 129 of the Companies Act, 2013 and Rules made thereunder in the
prescribed Form - AOC-1 is provided as Annexure - C to the consolidated
financial statement and hence not repeated here for the sake of
brevity. The Policy for determining material subsidiaries may be
accessed on the Company's website viz www.vadilalgroup.com.
Pursuant to the provisions of Section 136 of the Act, separate Audited
Accounts in respect of subsidiary company are available at the web-site
of the Company viz. www.vadilalgroup.com.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the requirements of Section 129(3) read with Schedule - III
of the Companies Act, 2013 and Rules made thereunder, revised Clause 32
of Listing Agreement with the Stock Exchanges and applicable Accounting
Standards, the Consolidated Financial Statements of the Company, its
wholly-owned Subsidiary Company namely, Vadilal Industries (USA) Inc.,
Vadilal Cold Storage, a Partnership Firm and Vadilal Forex and
Consultancy Services Ltd., an Associate Company, for the year ended on
31st March, 2015 have been attached with the financial statement of the
Company. The Audited Consolidated Financial Statements form part of the
Annual Report.
CORPORATE GOVERNANCE:
Being a Listed Company, the Company has taken necessary measures to
comply with the Listing Agreement with the Stock Exchanges as amended
from time to time including Clause 49 regarding Corporate Governance.
A separate report on Corporate Governance for the year ended on 31st
March, 2015 is attached herewith as a part of this Annual Report viz
Annexure - D. A certificate from Statutory Auditors of the Company
regarding compliance of Corporate Governance as stipulated under
Clause-49 of Listing Agreement is obtained by the Company and annexed
to the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
confirmation and explanations obtained by them, your Directors make the
following statement in terms of Section 134(3)(C) and 134(5) of the
Companies Act, 2013 and confirm :
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 and of the profit and
loss of the company for that period;
(c) 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) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:
Particulars of loans given, investments made, guarantees given and
securities provided by the Company under Section 186 of the Companies
Act, 2013 are not provided, as during the year under review, the
Company has not given any loan, nor made any investment, not given any
guarantee and not provided any security to any person.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Information on transactions with related parties pursuant to Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Annexure - E in the prescribed Form - AOC-2
and the same forms part of this report. All related party transactions
are placed before the Audit Committee of the Company for review and
approval.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website viz. www.vadilalgroup.com.
Your Directors draw attention of the members to Note 28.3 to the
financial statement which sets out related party disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period of this report, Mr. CM. Maniar ceased to be the
Director of the Company with effect from 29th June, 2014 due to his sad
demise. He was an Independent Director of the Company. Mr. C. M. Maniar
was one of the senior members on the Board of the Company. He was also
a member of the erstwhile Remuneration Committee of the Directors of
the Company. The Directors placed on record the valuable services and
guidance provided by Mr. C. M. Maniar during his tenure as a Director
of the Company and also as a member of the erstwhile Remuneration
Committee of the Directors of the Company.
During the period of this report, Mr. Rajesh K. Pandya has resigned
from the office of the Director of the Company with effect from 1st
April, 2015. He was an Independent Director of the Company. He was also
a member of Audit Committee and the Nomination and Remuneration
Committee of the Directors of the Company. The Directors placed on
record the valuable services and guidance provided by Mr. Rajesh K.
Pandya during his tenure as a Director of the Company and also as a
member of the Audit Committee and the Nomination and Remuneration
Committee of the Directors of the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and Rules made thereunder, Mr. Devanshu L. Gandhi, Managing Director
of the Company, shall retire by rotation at this Annual General Meeting
and being eligible, offer himself for re-appointment. The retiring by
rotation of Mr. Devanshu L. Gandhi, as aforesaid and his re-appointment
shall not be termed as discontinuation in his office as Managing
Director of the Company. The Members are requested to consider his
re-appointment as Director of the Company, for which necessary
resolution has been incorporated in the notice of the meeting.
Pursuant to the provisions of Section 149(1) and 152 1 of the Companies
Act, 2013 and Rules made thereunder and revised Clause -49 of the
Listing Agreement with Stock Exchanges and on the recommendation of the
Nomination and Remuneration Committee, the Company proposes to appoint
Mrs. Deval D. Gandhi, who was appointed as an Additional Director at
the Board Meeting held on 31-03-2015, as a Director of the Company,
designated as Non-executive and Non-Independent Director, liable to
retire by rotation. The Company has received requisite notice in
writing from a Member proposing her candidature for appointment as a
Director of the Company.
Pursuant to the provisions of Section 152 1 of the Companies Act, 2013
and Rules made thereunder and revised Clause -49 of the Listing
Agreement with Stock Exchanges and on the recommendation of the
Nomination and Remuneration Committee, the Company proposes to appoint
Mr. Kalpit R. Gandhi, who was appointed as an Additional Director at
the Board Meeting held on 31 -03-2015, as a Director of the Company,
designated as Non- executive and Non-Independent Director, liable to
retire by rotation. The Company has received requisite notice in
writing from a Member proposing his candidature for appointment as a
Director of the Company. Mr. Kalpit R. Gandhi has also been appointed
as a Chief Financial Officer (CFO) of the Company, to be considered as
Key Managerial Personnel under Section 203 of the Companies Act, 2013
w.e.f. 1st June, 2014.
Pursuant to the provisions of Section 149 and 152 1of the Companies
Act, 2013 and Rules made thereunder and revised Clause-49 of the
Listing Agreement with Stock Exchanges and on the recommendation of the
Nomination and Remuneration Committee, the Company proposes to appoint
Mr. Malay R. Mahadevia and Mr.
Chetan M. Tamboli, who were appointed as Additional Directors at the
Board Meeting held on 31-03-2015, as Independent Directors of the
Company, not liable to retire by rotation. The Company has received
requisite notices in writing from a Member proposing their candidature
for appointment as a Director of the Company. The aforesaid Independent
Directors, if appointed, shall hold office for a term of 5 (Five)
consecutive years up to the conclusion of the 36th Annual General
Meeting of the Company in the calendar year 2020.
The brief resume/details relating to the said Directors, who are to be
re-appointed/appointed are furnished in the Notes to the Notice of the
Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company in terms of Section 149 of the Act and Clause
- 49 of the Listing Agreement, confirming that they meet the criteria
of independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
BOARD EVALUATION :
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board and committees were evaluated by the Board
on the basis of the criteria such as the Board composition and
structure, effectiveness of board processes, information and
functioning, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
COMMITTEES OF DIRECTORS :
The details of various committees of Directors constituted under
various provisions of Companies Act, 2013 and Rules made thereunder,
their constitution, terms of reference and other details are provided
in the Corporate Governance Report annexed with the Directors' Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Nomination and Remuneration Committee has at its meeting held on
29th May, 2014 recommended to the Board a policy on appointment and
remuneration of Directors of the Company in terms of the provisions of
Section 178 of the Companies Act, 2013 and Clause - 49 of the Listing
Agreement, which was approved by the Board of Directors, at its meeting
held on 29th May, 2014. The Policy on appointment and remuneration of
Directors is enclosed with the Directors' report and marked as Annexure
- F.
NUMBER OF BOARD MEETINGS :
During the year under review, six Meetings of Board of Directors were
held the details of which are mentioned in the Corporate Governance
Report annexed with the Directors' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under Section 134(1 )(m) of the Companies Act, 2013 and
Rules made thereunder, details relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in the Annexure - G attached herewith and forming part of the
Directors' Report.
RISK MANAGEMENT:
The Company is exposed to various business risks from time to time.
Risk management involves handling appropriately risks that are likely
to harm an organization. There are various types of risks associated
with conducting business of the Company. The ultimate goal of risk
management is the preservation of physical and human assets of the
organization for successful continuation of its operations.
In view of the same and in terms of requirements of the Clause-49 of
Listing Agreement with Stock Exchanges regarding Corporate Governance,
the Board of Directors had, at its meeting held on 31st January, 2006,
approved the risk assessment and minimization procedure adopted by the
Company in relation to its business.
The Board periodically reviews the risk assessment and minimization
procedure in relation to the business of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of provisions of Section 135 of the Companies Act, 2013 and
Rules made thereunder, a committee of the Directors of the Company has
been constituted as Corporate Social Responsibility Committee. The
Corporate Social Responsibility Committee has formulated a policy on
the Corporate Social Responsibility measures to be undertaken by the
Company as specified in Schedule VII to the Companies Act, 2013.
The Company was required to spend Rs. 16.15 lakhs towards Corporate
Social Responsibility. In view of the same, the Corporate Social
Responsibility Committee of the Company has recommended the following
activities to be undertaken by the Company:
1. Approx. Rs. 6.00 laks to be spent to recharge water in the bore
wells in the Pundhra Village and nearby villages upto 10 kms from
Pundhra Village, to improve the water supply in those village and to
improve environmental sustainability;
2. Balance Amount to be used towards providing education and
vocational training to the farmers in the nearby villages of Dharampur
village to enable them to effectively utilize the pesticides and
residues in order to improve the quality of crops and to improve
realization value of crops.
The Corporate Social Responsibility Policy is available on the
Company's web-site viz. www.vadilalgroup.com.
However, due to shortage of manpower and resources required in the
respective activity, the Company could not spend towards Corporate
Social Responsibility measures during the year - 2014-2015. The
Directors ensure that the Company will spend sufficient amount towards
Corporate Social measures in the next financial year.
The Annual Report on CSR activities is annexed herewith marked as
Annexure - H.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
AUDITORS:
Section 139(2) of the Companies Act, 2013 (effective 1st April, 2014),
mandates that a listed company or such other prescribed classes of
companies shall not appoint or re-appoint an audit firm as Statutory
Auditors for more than two terms of five consecutive years each.
Further, the companies as aforesaid, whose Statutory Auditors has held
office for a period of ten years or more are required to comply with
these provisions, within three years from the date of commencement of
these provisions i.e. 1 st April, 2014. For this purpose, the term of
the audit firm before the commencement of these provisions shall be
taken into account for calculating the period of ten consecutive years.
Our auditors, M/s. Kantilal Patel & Co., Chartered Accountants,
Ahmedabad are holding the office as Statutory Auditors for more than
ten years. Hence, they can only be re-appointed for a period up to
three years i.e. up to Financial Year- 2016-2017.
The Audit Committee and the Board of Directors recommend the
re-appointment of M/s. Kantilal Patel & Co., Chartered Accountants,
Ahmedabad as Statutory Auditors of the Company for the Financial year -
2015-2016 to hold office from the conclusion of this Annual General
Meeting till the conclusion of the next Annual General Meeting of the
Company.
The Company has received a certificate from the said Auditors under
Section 139 of the Companies Act, 2013 to the effect that their
appointment, if made, would be within the prescribed limits under
Section 139 of the Act and they are not disqualified under the Act. The
Members are requested to consider their appointment as Statutory
Auditors of the Company to hold office from the conclusion of this
Annual General Meeting till the conclusion of the next Annual General
Meeting of the Company.
AUDITORS' REPORT OF THE COMPANY:
The following clarification has been made by the Directors in respect
of the observation made by the Auditors in CARO report for the year
ended on 31st March, 2015 :-
1. Regarding observation under Para (i)(b) of the Report, it is
clarified that the company has prepared a policy for physical
verification of fixed assets. The same will be done once in three years
for each plant starting from Financial Year - 2015-16.
2. Regarding observation under Para (vii) (a) of the Report, it is
clarified that the matter is pending with the department.
3. Regarding observation on Note no 27.3 of the standalone financial
statement, it is clarified that pursuant to Section 74(1) of the
Companies Act, 2013, the company was required to repay the amount of
deposits accepted before 31st March, 2014 along with interest thereon,
if any, within 1 year from such commencement or from the date on which
such payment are due whichever is earlier. The company has repaid all
the deposits which are due up to 31-03.2015. Moreover, for the deposits
which remain undue as on 31- 03-2015, the company had filled the
petition under Section 74(2) of the Companies Act, 2013 for making
repayment of outstanding deposits with interest thereon, as and when
due.
However, pursuant to the clarification issued by Ministry of Corporate
Affairs vide General Circular No. 9/ 2015 dated 18th June, 2015, the
Company can make repayment of its outstanding deposits accepted before
1-4-2014, in accordance with the terms and conditions for which the
said deposits had been accepted i.e. as and when due and not before
31-03-2015.
4. Regarding observation on Note No. 27.6 (III) of the standalone
financial statements, it is clarified that the trade receivables of Rs
356.69 lacs are outstanding at the year end from the wholly owned
subsidiary are, in the opinion of the Board, realisable/ recoverable.
5. Regarding observation on Note No. 27.14 of the standalone financial
statements, it is clarified that on the basis of the projection for
future profit, the company projects to pay normal income tax within the
specified period. Based on this assumption, the company has taken MAT
Credit of Rs. 58.50 Lacs (P.Y. Rs. 89.94 Lacs) and deducted from tax
provision made during the year and shown as MAT credit entitlement of
total amounting to Rs. 551.85 Lacs as on 31.3.2015 (P.Y. Rs. 493.35
Lacs).
SECRETARIAL AUDITOR:
Section 204 of the Companies Act, 2013 inter alia requires every listed
companies to annex with its Board Report a Secretarial Audit Report
given by a Company Secretary in practice in the prescribed form. The
Board has appointed M/s SPANJ Associates, Practicing Company
Secretaries, Ahmedabad to conduct Secretarial Audit for the financial
year 2014-15. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith marked as Annexure - I to this
Report.
The following clarifications have been made by the Directors in respect
of the observations made by the Secretarial Auditors in the Secretarial
Audit Report for the year ended on 31st March, 2015:-
i. There were certain disputed statutory dues relating to taxes and
duties not deposited by the company including disputed Food Safety
penalty imposed by Nayab Nirnayak Adhikari under Food Safety and
Standards Act relating to the year 2013-14 which have been shown in
contingent liabilities at Note No. 27 against which appeals have been
filed by the Company.
ii. In respect of qualification for not spending amount towards CSR
expenditure during the year under review, necessary clarification has
been provided in this Directors' Report under "Corporate Social
Responsibility" section.
iii. The Company had preferred a petition before Company Law Board,
Western Region Bench u/s 74 of the Companies Act, 2013 for repayment of
Public Deposits accepted prior to applicability of the Companies Act,
2013, as and when due i.e. till the date of its actual maturity period
of the deposits which were falling beyond 31st March, 2015. Necessary
clarification has been provided in this Directors' Report under
"Auditors' Report of the Company" section.
INSURANCE:
All insurable interests of the Company including buildings, plant and
machinery, furniture & fixtures and other insurable interest are
adequately insured.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Pursuant to the provisions of Listing Agreement with the Stock
Exchanges, the Company declares that the Equity Shares of the Company
are listed on the BSE Limited (BSE) and the National Stock Exchange of
India Limited (NSE).
The Company confirms that it has paid Annual Listing Fees due to the
BSE Limited and National Stock Exchange of India Limited upto the
Financial Year -2015-2016.
PARTICULARS OF EMPLOYEES:
The Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are enclosed with this report as Annexure - J.
The Statement of particulars of employees under Section 197(12) read
with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel), Rules, 2014 is not provided with as, during
the financial year under review, no employee of the Company including
Managing Directors was in receipt of remuneration in excess of the
limits set out in the said rules.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has a Vigil mechanism and Whistle blower policy under which
the employees are free to report any act of serious misconduct or
wrongful activity being occurred or suspected to occur within the
organization, to his immediate HOD or the HR Head or directly to the
concern Managing Director of the Company, as he may desire. No employee
of the Company is denied access to the Audit Committee. The vigil
mechanism/whisle blower policy is also available on the web-site of the
Company viz. www.vadilalgroup.com.
GENERAL:
- During the year under review, there was no change in the nature of
business of the Company and there is no material change and/or
commitments, affecting the financial position of the Company, during
the period from 31st March, 2015 till the date of this report.
- During the year under review, there was no significant and/or
material order passed by any regulators or courts or tribunals
impacting the going concern status and company's operations in future.
- The Company does not provide any loan or other financial arrangement
to its employees or Directors or Key Managerial Personnel for purchase
of its own shares and hence, the disclosure under Section 67(3)(c) of
the Companies Act, 2013 does not require.
- During the year under review, no Director or Managing Director of the
Company has received any remuneration or commission from subsidiary of
the Company in terms of provisions of Section 197(14) of the Companies
Act, 2013.
- The disclosure in terms of Rule - 4 of Companies (Share Capital and
Debenture) Rules, 2014 is not provided, as the Company does not have
any equity shares with differential voting rights.
- The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder.
ACKNOWLEDGEMENT:
The Directors place on record the appreciation and gratitude for the
co-operation and assistance extended by various departments of the
Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and
sincere services of the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its
Shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
By order of the Board of Directors
RAJESH R. GANDHI DEVANSHU L. GANDHI
Chairman and Managing
Director Managing Director
Date : 13th August,2015
Place : Ahmedabad
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting herewith the 30th Annual
Report together with the Audited Statement of Accounts for the year
ended on 31st March, 2014.
REVENUE FROM OPERATIONS
The Company has earned the Revenue from Operations (Net) of Rs 36361.51
lacs and Other Income of Rs 156.40 Lacs during the year ended on 31st
March, 2014 as against Rs 32113.54 Lacs and RS 720.78 lacs respectively
earned during the previous year ended on 31st March, 2013.
FINANCIAL RESULTS:
(Rs in lacs)
Particulars Year ended Previous year
31-3-2014 ended 31-3-2013
(a) Earning before Interest, Tax, 4202.55 4490.11
Depreciation and Amortization (EBITDA)
(b) Finance Cost 2524.13 2481.63
(c) Depreciation and amortization 1362.12 1152.03
expenses
Less : Recoupment from Revaluation 81.36 1280.76 53.53 1098.50
Reserve / Deferred Government Grant
(d) Profit before Exceptional and 397.66 909.98
Extraordinary Items and Tax
(e) Exceptional ItemsProvision for 135.05 0.00
diminution in the value of
Long Term Investments
(f) Profit before Extraordinary Items and Tax 262.61 909.98
(g) Extraordinary Items 0.00 0.00
(h) Profit before Tax 262.61 909.98
(i) Tax Expenses
(a) Current (MAT Tax) 94.09 178.06
Less : MAT Credit entitlement (89.94) 4.15 (99.98) 78.08
(b) Deferred Tax charge/(release) 128.98 196.20
(c) Short/(Excess) Provision of (13.07) 38.28
Tax/Deferred Tax of earlier 120.06 312.56
years (Net)
(j) Profit for the year 142.55 597.42
(k) Surplus in the Statement of Profit and Loss:
Balance as per last Financial Statements 494.79 323.51
Profit for the year 142.55 597.42
Less : Appropriations:
(a) Proposed final equity dividend
(amount per share Rs 1.00/- P. Y.
amount per share Rs. 1.50/-) 71.88 107.82
(b) Tax on proposed equity dividend 12.21 18.32
(c) Transferred to General Reserve 100.00 300.00
Total Appropriations 184.09 426.14
Net Surplus in the Statement of Profit 453.25 494.79
and Loss
DIVIDEND :
The Directors have recommended dividend of Rs. 1.00 per share (@10.00%)
on 71,87,830 Equity Shares of Rs. 10/- each of the Company for the
Financial Year ended on 31st March, 2014, as compared to Dividend of
Rs. 1.50 per share (@15.00%) declared for the previous Financial Year
ended on 31st March, 2013. This will absorb Rs. 71.88 lacs as against
Rs. 107.82 lacs absorbed in the previous year. The corporate dividend
tax payable by the Company on the said dividend will be Rs. 12.22 lacs
as against Rs. 18.32 lacs in the previous year. If approved, the
dividend will be paid without deduction of tax at source to the
shareholders.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as
per Annexure "A" and forming part of the Directors'' Report.
ADDITIONAL DISCLOSURES:
In line with the requirements of the Listing Agreement with the Stock
Exchanges and the Accounting Standards of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the Notes on Accounts for the year under review in respect of Related
Party Transactions, Employees Benefits, Taxes on Income, Derivative
Instruments, Segmental Reporting (in Notes on Consolidated Accounts),
Calculation of EPS, Foreign Currency Transactions etc.
QUALITY ASSURANCE AND AWARDS AWARDS AND CERTIFICATIONS:
Vadilal has won 22 awards over 3 consecutive years : 2008 , 2009 & 2010
at ÂThe Great Indian Ice Cream Contest" organized by the Indian Dairy
Association. Various categories for awards were: The Best in Class (3):
Chocolate Frozen Dessert, Standard Chocolate Ice Cream, Rose Coconut
Shell (Innovation - Novelty) Gold Medal (4) : Standard Chocolate Ice
Cream, Chocolate Frozen Dessert, Vanilla Frozen Dessert and Rose
Coconut Shell (Innovation - Novelty), Bronze Medal (1) Natural Orange
(Premium without Inclusion). In the same contest held in 2013 , Vadilal
won 5 awards. So the total tally of Awards won is now 27 in 4 years of
contest.
Best in Class in Kids category - Joker Ice Trooper, Gold in Kids
category - Joker Ice Trooper, Silver in Vanilla Frozen Dessert -
Vanilla Frozen Dessert. Bronze in Vanilla Ice cream - Happinezz Vanilla
Ice cream. Bronze in Premium - Pista Happinezz Ice cream garnished with
Green Pista.
In 2013, we have been voted as the "Most Trusted Ice cream brand in
India" as per the The Brand Trust Report- 2013. Also, the Economic
Times Survey ranked us among the "Top 20 Food" brands in India.
ISO 22000:2005 AND ISO 9001:2008 CERTIFICATES
The Company has always made continuous efforts to improve the "OVERALL
PRODUCT QUALITY" by following the stringent GMP norms and continuous
process innovation. This is the evident of the achievement of FSMS
(Food Safety Management System) Certifications i.e. BRC:Issue-6 with
Grade "A", ISO-22000:2005 and HALAL for our Processed Food Division
(PFD), located at Dharampur, Dist. Valsad, Gujarat.
The PFD Manufacturing facility is also listed in "Two Star Export
House" Status by Joint Director General of Foreign Trade, Ministry of
Commerce and Industry for export of Processed Foods Products -APEDA.
The Ice Cream plants of the Company located in two locations i.e.
Pundhra in Gujarat & Barelly in UP are also certified for
ISO-22000:2005 and BRC : Issue 6 for Food Safety Management System is
another feather in the cap of the Company.
FINANCE:
During the year under review, the Company has availed the Term Loans
from various Term Lenders towards financing the
expansion-cum-modernization of its existing manufacturing units as well
as for working capital margin. The Company has also availed enhanced
working capital facilities from Banks. The company has also availed
Short Term Loan from Banks, FIs, various Parties and other Companies.
During the year Company has made regular repayment of Loan & interest
and there is no any overdue payment to Banks and FIs. The Company has
reduced the finance cost by reducing the Rate of Interest. Further
CRISIL has reviewed the External Rating of the Company i.e. BBB
(Negative).
In terms of the provisions of Investor Education and Protection Fund
Rules, 2001 (IEPF), during the year under review, the Company has
transferred the amount of unclaimed fixed deposit of Rs. 46000/- and
unclaimed interest on fixed deposit of Rs. 34716/- upto 31-3-2007, to
IEPF established by the Central Government under Section 205C(1) of the
Companies Act, 1956.
FIXED DEPOSITS:
The Company has no overdue deposits outstanding other than those
unclaimed deposits of Rs. 22.14 lacs as on 31st March, 2014. The
Company has mobilised Fixed Deposit of Rs. 1088.42 lacs during the year
ended on 31st March, 2014, after complying with the provisions of
Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975 as amended. After repaying the
maturities during the year, the total Fixed Deposits as on 31st March,
2014 stood at Rs. 1748.52 lacs.
SUBSIDIARY COMPANY:
The Company has incorporated a wholly-owned subsidiary company namely
Vadilal Industries (USA) Inc., USA. However, pursuant to the
provisions of Section 212 of the Companies Act, 1956 read with the
General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry
of Corporate Affairs, granting general exemption under Section 212(8)
of the Companies Act, 1956, the Annual Accounts and other related
details of Vadilal Industries (USA) Inc., including the Statement under
Section 212(1)(e), for the year ended on 31-3-2014, are not attached
with the Balance Sheet of the Company. However, the financial
information of the said Subsidiary Company has been included in the
notes to the Consolidated Accounts attached herewith.
However, the Company undertakes that the Reviewed/Audited Financial
Statements of Vadilal Industries (USA) Inc. for the year ended on
31-3-2014, alongwith reports of Directors and Independent Accountant
thereon shall be made available to shareholders and a hard copy of the
same shall be provided to the shareholders, on their written request.
The said Reviewed/Audited Financial Statements of Vadilal Industries
(USA) Inc. for the year ended on 31-3-2014, alongwith reports of
Directors and Independent Accountant thereon including Statement under
Section 212(1)(e) shall also be available for inspection by any
shareholder of the Company, at the Share Department of the Company on
any working days except Saturdays, during usual working hours, upto the
date of Annual General Meeting.
CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Clause-32 of Listing Agreement with Stock Exchanges,
Consolidated Financial Statements of the Company, its wholly-owned
Subsidiary Company namely, Vadilal Industries (USA) Inc., Vadilal Cold
Storage, a Partnership Firm and Vadilal Forex and Consultancy Services
Ltd., an Associate Company, for the year ended on 31st March, 2014 have
been prepared by the Company in accordance with the requirements of
Accounting Standard - 21 "Consolidated Financial Statements" and
Accounting Standard 23 "Accounting for investments in Associates"
issued by the Institute of Chartered Accountants of India and
prescribed under Section 211(3C) of the Companies Act, 1956. The
Audited Consolidated Financial Statements form part of the Annual
Report.
CORPORATE GOVERNANCE:
Being a Listed Company, the Company has taken necessary measures to
comply with the Listing Agreement with the Stock Exchanges as amended
from time to time including Clause 49 regarding Corporate Governance.
A separate report on Corporate Governance for the year ended on 31st
March, 2014 is attached herewith as a part of this Annual Report. A
certificate from Statutory Auditors of the Company regarding compliance
of Corporate Governance as stipulated under Clause-49 of Listing
Agreement is obtained by the Company and annexed to the Corporate
Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
confirmation and explanations obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956 and confirm :
a) that in the preparation of Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that 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 31st March, 2014 and of
the profit or loss of the Company for that year;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the Annual Accounts on a going concern
basis.
INSURANCE:
All insurable interests of the Company including buildings, plant and
machinery, furniture & fixtures and other insurable interest are
adequately insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988, details relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in the Annexure -"B" attached herewith and forming part of the
Directors'' Report.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Pursuant to the provisions of Listing Agreement with the Stock
Exchanges, the Company declares that the Equity Shares of the Company
are listed on the Bombay Stock Exchange Limited (BSE) and the National
Stock Exchange of India Limited (NSE).
The Company confirms that it has paid Annual Listing Fees due to the
Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.
upto the Financial Year - 2014-2015.
PARTICULARS OF EMPLOYEES:
During the financial year under review, no employees of the Company
including Managing Directors were in receipt of remuneration of Rs.
5,00,000/- per month or more or in aggregate Rs. 60,00,000/- per annum
or more. Hence, the statement of particulars of employees under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 need not to be given.
DIRECTORS:
During the period of this report, Mr. C.M. Maniar ceased to be the
Director of the Company with effect from 29th June, 2014 due to his sad
demise. He was an Independent Director of the Company. Mr. C.M. Maniar
was one of the senior members on the Board of the Company. He was also
a member of the Remuneration Committee of the Directors of the Company.
The Directors placed on record the valuable services and guidance
provided by Mr. C. M. Maniar during his tenure as a Director of the
Company and also as a member of the Remuneration Committee of the
Directors of the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and Rules made thereunder, Mr. Rajesh R. Gandhi, Managing Director of
the Company, shall retire by rotation at this Annual General Meeting
and being eligible, offer himself for re-appointment. The retiring by
rotation of Mr. Rajesh R. Gandhi, as aforesaid and his re-appointment
shall not be termed as discontinuation in his office as Managing
Director of the Company. The Members are requested to consider his
re-appointment as Director of the Company, for which necessary
resolution has been incorporated in the notice of the meeting.
Pursuant to the provisions of Section 149 and 152 1of the Companies
Act, 2013 and Rules made thereunder and revised Clause -49 of the
Listing Agreement with Stock Exchanges, the Company proposes to appoint
Mr. Kshitish M. Shah, Mr. Rohit J. Patel and Mr. Rajesh K. Pandya, as
Directors of the Company designated as Independent Directors, not
liable to retire by rotation. The Company has received requisite
notices in writing from Members proposing their candidature for
appointment as Independent Directors of the Company. The aforesaid
Independent Directors, if appointed, shall hold office for a term of 2
(two) consecutive years upto the conclusion of the 32nd Annual General
Meeting of the Company in the calendar year 2016.
Due to implementation of new Companies Act, 2013 w.e.f. 1st April,
2014, the Company is required to pass a fresh Special Resolution of the
shareholders of the Company in confirmation and supersession of the
earlier Resolutions passed, under the provisions of Section 196 and
Schedule - V of the Companies Act, 2013 (New Act) and Rules made
thereunder, for re-appointment of Mr. Rajesh R. Gandhi and Mr. Devanshu
L. Gandhi, as Managing Directors of the Company for a further period of
5 years w.e.f. 1st April, 2014 and payment of remuneration for a period
of 3 years w.e.f. 1st April, 2014, without approval of the Central
Government.
The brief resume/details relating to the said Directors, who are to be
re-appointed/appointed are furnished in the Notes to the Notice of the
Annual General Meeting.
AUDITORS:
Section 139(2) of the Companies Act, 2013 (effective 1st April, 2014),
mandates that a listed company or such other prescribed classes of
companies shall not appoint or re-appoint an audit firm as Statutory
Auditors for more than two terms of five consecutive years each.
Further, the companies as aforesaid, whose Statutory Auditors has held
office for a period of ten years or more are required to comply with
these provisions, within three years from the date of commencement of
these provisions i.e. 1st April, 2014. For this purpose, the term of
the audit firm before the commencement of these provisions shall be
taken into account for calculating the period of ten consecutive years.
Our auditors, M/s. Kantilal Patel & Co., Chartered Accountants,
Ahmedabad are holding the office as Statutory Auditors for more than
ten years. Hence, they can only be re-appointed for a period up to
three years i.e. up to FY 2016-2017.
The Audit Committee and the Board of Directors recommend the
re-appointment of M/s. Kantilal Patel & Co., Chartered Accountants,
Ahmedabad as Statutory Auditors of the Company to hold office from the
conclusion of this Annual General Meeting till the conclusion of the
next Annual General Meeting of the Company.
The Company has received a certificate from the said Auditors under
Section 139 of the Companies Act, 2013 to the effect that their
appointment, if made, would be within the prescribed limits under
Section 139 of the Act and they are not disqualified under the Act. The
Members are requested to consider their appointment as Statutory
Auditors of the Company to hold office from the conclusion of this
Annual General Meeting till the conclusion of the next Annual General
Meeting of the Company.
AUDITORS'' REPORT OF THE COMPANY:
The following clarification has been made by the Directors in respect
of the observation as Emphasis of Matter made by the Auditors in CARO
report for the year ended on 31st March, 2014 :-
1. Regarding observation on Note 27.3 (a), the Board clarifies that for
the year 2013-14, though a formal policy is not pronounced by the
distribution agency i.e. APEDA, (Agricultural and Processed Food
Products Export Development Authority), the company has accounted
transport subsidy of Rs.80 Lacs, based on anticipation of pronouncement
of such policy considering announcements by government from time to
time and such benefit being made available in past years. Such income
is deducted from freight expense.
2. Regarding observation on Note 27.6, the Board clarifies that Company
has given advances to overseas subsidiary company for Rs.196.93 Lacs by
way of loans for the purpose of initial development and long term
growth. In view of long term involvement and expected increase in
business of subsidiary, the company considers that the exposure will be
fully realisable.
3. Regarding observation on Note 27.14, the Board clarifies that on the
basis of the projection for future profit, the company project, to pay
normal income tax within the specified period. Based on this
assumption, the company has taken MAT Credit of Rs. 89.94 lacs (P.Y.
Rs. 99.98 lacs) and deducted from tax provision made during the year
and shown as MAT credit entitlement of total amounting to Rs. 493.35
lacs as on 31-3-14 (P.Y. Rs. 403.41 lacs).
ACKNOWLEDGEMENT:
The Directors place on record the appreciation and gratitude for the
co-operation and assistance extended by various departments of the
Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and
sincere services of the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its
Shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
By Order of the Board of Directors
Date : 14th August, 2014. RAJESH R. GANDHI DEVANSHU L. GANDHI
Place: Ahmedabad CHAIRMAN & MANAGING DIRECTOR MANAGING DIRECTOR
Mar 31, 2013
To , The Members of VADILAL INDUSTRIES LIMITED Ahmedabad.
The Directors have pleasure in presenting herewith the 29th Annual
Report together with the Audited Statement of Accounts for the year
ended on 31st March, 2013.
REVENUE FROM OPERATIONS
The Company has earned the Revenue from Operations (Net) of R 32020.59
lacs and Other Income of R 813.72 Lacs during the year ended on 31st
March, 2013 as against R 28222.46 Lacs and R 288.80 lacs respectively
earned during the previous year ended on 31st March, 2012.
FINANCIAL RESULTS:
(Rs. in lacs)
Particulars Year ended Previous year
31-3-2013 ended 31-3-2012
(a) Earning before Interest,
Tax, Depreciation and
Amortization (EBITDA) 4490.11 3881.91
(b) Finance Cost 2481.63 1989.32
(c) Depreciation and
amortization expenses 1152.03 952.39
Less : Recoupment from
Revaluation 53.53 20.73
Reserve / Deferred
Government Grant 1098.50 931.66
(d) Profit before
Exceptional and
Extraordinary Items and
Tax 909.98 960.93
(e) Exceptional Items 0.00 0.00
(f) Profit before
Extraordinary Items and
Tax 909.98 960.93
(g) Extraordinary Items 0.00 0.00
(h) Profit before Tax 909.98 960.93
(i) Tax Expenses
(a) Current (MAT Tax) 178.06 189.73
Less : MAT Credit entitlement (99.98) 78.08 (175.43) 14.30
(b) Deferred Tax charge
/ (release) 196.20 311.71
(c) Short/(Excess) Provision
of Tax / Deferred Tax 38.28 9.68
of earlier years (Net) 312.56 335.69
(j) Profit/(Loss) for the
period 597.42 625.24
(k) Surplus in the Statement
of Profit and Loss:
Balance as per last
Financial Statements 323.51 323.58
Profit for the year 597.42 625.24
Less : Appropriations:
(a) Proposed final equity
dividend (amount per share
Rs.1.50/- P. Y. amount per
share Rs.1.50/-) 107.82 107.82
(b) Tax on proposed
equity dividend 18.32 17.49
(c) Transferred to
General Reserve 300.00 500.00
Total Appropriations 426.14 625.31
Net Surplus in the
statement of Profit
and Loss: 494.79 323.51
DIVIDEND :
The Directors have recommended dividend of R 1.50 per share (@15.00%)
on 71,87,830 Equity Shares of R 10/- each of the Company for the
Financial Year ended on 31st March, 2013. The Company declared R 1.50
per share (@15.00%) dividend for the previous Financial Year ended on
31st March, 2012. This will absorb R 107.82 lacs as against R 107.82
lacs absorbed in the previous year. The corporate dividend tax payable
by the Company on the said dividend will be R 18.32 lacs as against R
17.49 lacs in the previous year. If approved, the dividend will be paid
without deduction of tax at source to the shareholders.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as
per Annexure "A" and forming part of the Directors'' Report.
ADDITIONAL DISCLOSURES:
In line with the requirements of the Listing Agreement with the Stock
Exchanges and the Accounting Standards of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the Notes on Accounts for the year under review in respect of Related
Party Transactions, Employees Benefits, Taxes on Income, Derivative
Instruments, Segmental Reporting (in Notes on Consolidated Accounts),
Calculation of EPS, Foreign Currency Transactions etc.
QUALITY ASSURANCE AND AWARDS
AWARDS AND CERTIFICATIONS:
Vadilal has won 22 awards over 3 consecutive years : 2008 , 2009 and
2010 at ''The Great Indian Ice Cream Contest" organised by the Indian
Dairy Association. Various categories for awards were: The Best in
Class (3): Chocolate Frozen Dessert, Standard Chocolate Ice Cream, Rose
Coconut Shell (Innovation  Novelty) Gold Medal (4): Standard Chocolate
Ice Cream, Chocolate Frozen Dessert, Vanilla Frozen Dessert and Rose
Coconut Shell (Innovation  Novelty), Bronze Medal (1) Natural Orange
(Premium without Inclusion).
In 2013, the Company has been voted as the "Most Trusted Ice-cream
brand in India" as per the Brand Trust Report-2013. Also, the Economic
Times Survey ranked us among the "Top 20 Food" brands in India.
ISO 22000:2005 AND ISO 9001:2008 CERTIFICATES
The Company has always made continuous efforts to improve the "OVERALL
PRODUCT QUALITY" by following the stringent GMP norms and continuous
process innovation. This is the evident of the achievement of FSMS
(Food Safety Management System) Certifications i.e. BRC:Issue-6 with
Grade "A", ISO-22000:2005 and HALAL for our Processed Food Division
(PFD), located at Dharampur, Dist. Valsad, Gujarat.
The PFD Manufacturing facility is also listed in "Two Star Export
House" Status by Joint Director General of Foreign Trade, Ministry of
Commerce and Industry for export of Processed Foods Products -APEDA.
The Ice Cream plants of the Company located in two locations i.e.
Pundhra in Gujarat & Barelly in UP are also certified for
ISO-22000:2005 and BRC : Issue 6 for Food Safety Management System is
another feather in the cap of the Company.
FINANCE:
During the year under review, the Company has availed the Term Loans
from various Term Lenders towards part financing the
expansion-cum-modernization of its existing manufacturing units. The
Company has also availed Enhanced working capital facilities from
Banks. The Company has also availed Short Term Loan from Banks, FIs,
various Parties and other Companies. During the year, the Company has
made regular repayment of Loan & interest and there is no any overdue
payment to Banks and FIs. The Company has reduced the Finance cost by
reducing the Rate of Interest.
In terms of the provisions of Investor Education and Protection Fund
Rules, 2001 (IEPF), during the year under review, the Company has
transferred the amount of unclaimed fixed deposit of R 15,000/- and
unclaimed interest on fixed deposit of R 17,389/- upto 31-3-2006, to
IEPF established by the Central Government under Section 205C(1) of the
Companies Act, 1956. During the year under review, the Company has also
transferred unclaimed Dividend of R 96,307/- for the year 2004-2005, to
IEPF established by the Central Government under Section 205C(1) of the
Companies Act, 1956.
FIXED DEPOSITS:
The Company has no overdue deposits outstanding other than those
unclaimed deposits of R 30.21 lacs as on 31st March, 2013. As on date
of this Report, deposits aggregating R 14.68 lacs thereof have been
claimed and either paid or renewed. The Company has mobilised Fixed
Deposit of R 1063.98 lacs during the year ended on 31st March, 2013,
after complying with the provisions of Section 58A of the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975
as amended. After repaying the maturities during the year, the total
Fixed Deposits as on 31st March, 2013 stood at R 1617.17 lacs.
SUBSIDIARY COMPANY:
The Company has incorporated a wholly-owned subsidiary company namely
Vadilal Industries (USA) Inc., in the State of New Jersey in USA during
the year  2009-2010. However, pursuant to the provisions of Section
212 of the Companies Act, 1956 read with the General Circular No.
2/2011 dated 8th February, 2011 issued by Ministry of Corporate
Affairs, granting general exemption under Section 212(8) of the
Companies Act, 1956, the Annual Accounts and other related details of
Vadilal Industries (USA) Inc., including the Statement under Section
212(1)(e), for the year ended on 31-3-2013, are not attached with the
Balance Sheet of the Company. However, the financial information of
the said Subsidiary Company has been included in the notes to the
Consolidated Accounts attached herewith.
However, the Company undertakes that the Reviewed/Audited Financial
Statements of Vadilal Industries (USA) Inc. for the year ended on
31-3-2013, alongwith reports of Directors and Independent Accountant
thereon shall be made available to shareholders and a hard copy of the
same shall be provided to the shareholders, on their written request.
The said Reviewed/Audited Financial Statements of Vadilal Industries
(USA) Inc. for the year ended on 31-3-2013, alongwith reports of
Directors and Independent Accountant thereon including Statement under
Section 212(1)(e) shall also be available for inspection by any
shareholder of the Company, at the Share Department of the Company on
any working days except Saturdays between 2.00 p.m. to 4.00 p.m. upto
the date of Annual General Meeting.
CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Clause-32 of Listing Agreement with Stock Exchanges,
Consolidated Financial Statements of the Company, its wholly-owned
Subsidiary Company namely, Vadilal Industries (USA) Inc., Vadilal Cold
Storage, a Partnership Firm and Vadilal Forex and Consultancy Services
Ltd., an Associated Company, for the year ended on 31st March, 2013
have been prepared by the Company in accordance with the requirements
of Accounting Standard - 21 "Consolidated Financial Statements" and
Accounting Standard 23 "Accounting for investments in Associates"
issued by the Institute of Chartered Accountants of India and
prescribed under Section 211(3C) of the Companies Act, 1956. The
Audited Consolidated Financial Statements form part of the Annual
Report.
CORPORATE GOVERNANCE:
Being a Listed Company, the Company has taken necessary measures to
comply with the Listing Agreement with the Stock Exchanges as amended
from time to time including revised Clause 49 regarding Corporate
Governance. A separate report on Corporate Governance for the year
ended on 31st March, 2013 is attached herewith as a part of this Annual
Report. A certificate from Statutory Auditors of the Company regarding
compliance of Corporate Governance as stipulated under the revised
Clause-49 of Listing Agreement is obtained by the Company and annexed
to the Corporate Governance Report.
RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
confirmation and explanations obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956 and confirm :
a) that in the preparation of Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that 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 31st March, 2013 and of
the profit or loss of the Company for that year;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the Annual Accounts on a going concern
basis.
INSURANCE:
All insurable interests of the Company including buildings, plant and
machinery, furniture & fixtures and other insurable interest are
adequately insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988, details relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in the Annexure -"B" attached herewith and forming part of the
Directors'' Report.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Pursuant to the provisions of Listing Agreement with the Stock
Exchanges, the Company declares that the Equity Shares of the Company
are listed on the Bombay Stock Exchange Limited (BSE) and the National
Stock Exchange of India Limited (NSE). The Company''s shares were also
listed at the Ahmedabad Stock Exchange Limited (ASE) till 30th July,
2012.
The Equity Shares of the Company are admitted to dealings on the
National Stock Exchange of India Limited (NSE) on Capital Market
Segment vide a Circular of NSE bearing Ref. No. NSE/LIST/C/2011/0587
dated 13- 06-2011 and a letter of NSE bearing Ref. No. NSE/LIST/
167762-A dated 13th June, 2011. The Trading on Capital Segment of the
NSE was commenced from 15-06-2011. The designated Security Code for the
purpose of dealings at NSE is VADILALIND-EQ.
The Company confirms that it has paid Annual Listing Fees due to the
Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.
upto the Financial Year  2013-2014.
DELISTING AT AHMEDABAD STOCK EXCHANGE LIMITED:
Considering the negligible volume of trading at Ahmedabad Stock
Exchange Limited, the Board of Directors has, at its meeting held on
30th May, 2012 approved to voluntarily delist total 71,87,830 Equity
Shares of Rs. 10/- each of the Company from the Ahmedabad Stock
Exchange Limited. On application of the Company, the Ahmedabad Stock
Exchange Limited has, vide a letter dated 31st July, 2012 approved the
delisting of the aforesaid Equity Shares of the Company from the
exchange and the said shares has been removed from the list of the
exchange w.e.f. 31st July, 2012.
However, the equity shares of the Company shall continue to be listed
at the Bombay Stock Exchange Limited and National Stock Exchange of
India Limited, which are having nation wide terminals.
PARTICULARS OF EMPLOYEES:
During the financial year under review, no employee of the Company
including Managing Directors was in receipt of remuneration in
aggregate of Rs. 5,00,000/- per month or more or Rs. 60,00,000/- per
annum or more. Hence, the statement of particulars of employees under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 need not to be given.
DIRECTORS:
Pursuant to the provisions of Section 255 and 256 of the Companies Act,
1956 and Articles of Association of the Company, Mr. C. M. Maniar and
Mr. Rohit J. Patel, Directors of the Company, shall retire by rotation
at this Annual General Meeting, and being eligible, offer themselves
for re-appointment. The Members are requested to consider their
re-appointment as Directors of the Company, for which necessary
resolutions have been incorporated in the notice of the meeting. The
brief resume/details relating to the said Directors, who are to be
re-appointed are furnished in the Notes to the Notice of the Annual
General Meeting.
Pursuant to the provisions of Section 255 and 256 of the Companies Act,
1956 and Articles of Association of the Company, Mr. Virendra R.
Gandhi, Vice-chairman and Managing Director, Mr. Rajesh R. Gandhi and
Mr. Devanshu L. Gandhi, Managing Directors of the Company, shall also
retire by rotation as Directors at this Annual General Meeting, and
being eligible, offer themselves for re-appointment. The Members are
requested to consider their re-appointment as Directors of the Company,
for which necessary resolutions have been incorporated in the notice of
the meeting. The brief resume/details relating to the said Directors,
who are to be re-appointed are furnished in the Notes to the Notice of
the Annual General Meeting.
Mr. Rajesh R. Gandhi and Mr. Devanshu L. Gandhi, who have been
associated with the Company since its inception and looking after
day-to-day affairs of the Company, have been re-appointed as Managing
Directors of the Company for further period of 5 years w.e.f. 1st
April, 2014 with payment of remuneration for a period of 3 years w.e.f.
1st April, 2014. Necessary resolutions have been incorporated in the
Notice of the Meeting seeking Members approval for the same. The brief
resume / details relating to the said Managing Directors who are to be
re-appointed as Managing Directors are furnished in the Notes to the
Notice of Annual General Meeting.
During the year under review, Mr. Ramchandra R. Gandhi ceased to be a
Director and Chairman of the Company w.e.f. 3rd November, 2012 due to
ill health. Mr. Ramchandra R. Gandhi was promoter and non- executive
Director of the Company and Chairman of the Board of Directors of the
Company. Considering the association of Mr. Ramchandra R. Gandhi as a
co-founder with entire Vadilal Group since its inception and
contributions made by him in the growth and development of the Group,
Mr. Ramchandra R. Gandhi has been designated as "Chairman Emeritus"
w.e.f. 3rd November, 2012.
CORPORATE SOCIAL RESPONSIBILITY
The Company daily provides Ice-cream to the patients of M. P. Shah
Cancer Hospital, the Gujarat Cancer and Research Institute, New Civil
Hospital Compound, Asarwa, Ahmedabad.
AUDITORS:
M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad, holds
office as Statutory Auditors of the Company until the conclusion of
this Annual General Meeting and as recommended by Audit Committee, the
Board recommends their appointment, as Statutory Auditors of the
Company, for the Financial Year  2013-2014 and to hold office from the
conclusion of the ensuing 29th Annual General Meeting till the
conclusion of the next Annual General Meeting of the Company. The
Company has received a certificate from the said Auditors under Section
224(1B) of the Companies Act, 1956 to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Act. The Members are requested to consider their
appointment as Statutory Auditors of the Company for the Financial Year
 2013-2014, at a remuneration to be decided by the Board of Directors.
AUDITORS'' REPORT (EMPHASIS OF MATTER) OF THE COMPANY:
The following clarification has been made by the Directors in respect
of the observation (Emphasis of matter) made by the Auditors in their
report for the year ended on 31st March, 2013 :- 1. Regarding
observation on Note 27.3 (a), the Board clarifies that for the year
2012-13, though a formal policy is not pronounced by the distribution
agency i.e. APEDA, (Agricultural and Processed Food Products Export
Development Authority), the company has accounted transport subsidy of
R 57 Lacs, based on anticipation of pronouncement of such policy
considering announcements by government from time to time and such
benefit being made available in past years. Such income is deducted
from freight expense.
2. Regarding observation on Note 27.6, the Board clarifies that
Company has made investment in equity of overseas subsidiary company
for R 11.74 Lacs and by way of loans of R 125.58 Lacs for the purpose
of initial development and long term growth. In view of long term
involvement and expected increase in business of subsidiary, the
company is of the view that there is no decline other than temporary in
the value of investment and that advances given will be fully
realisable.
COST AUDITORS:
The Ministry of Corporate Affairs has, vide a notification no. G.S.R.
429(E) dated 3rd June, 2011, notified the General Cost Accounting
Records Rules, 2011, which has made it mandatory for the Company to
maintain cost records on regular basis in such manner so as to make it
possible to calculate per unit cost of production of its products.
Further, the Ministry of Corporate Affairs has, by an industry specific
Cost Audit Order dated 24th January, 2012 ordered audit of Cost Records
under Section 233(B) of the Company''s Act, 1956 for "Packaged Food
Products". Accordingly, the Company has appointed Mr. Vinod Himmatlal
Shah, Cost Accountant, Ahmedabad, having Membership No. 889 as Cost
Auditor of the Company, to audit the Cost records maintained by the
Company, for the Financial Year  2013-2014. The appointment of Mr.
Vinod Himmatlal Shah as a Cost Auditor of the Company for the Financial
Year  2013-2014 has been approved by the Central Government.
ACKNOWLEDGEMENT:
The Directors place on record the appreciation and gratitude for the
co-operation and assistance extended by various departments of the
Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and
sincere services of the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its
Shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
By Order of the Board of Directors
Date : 14th August, 2013. RAJESH R. GANDHI DEVANSHU L. GANDHI
Place : Ahmedabad MANAGING DIRECTOR MANAGING DIRECTOR
Mar 31, 2012
To The Members of VADILAL INDUSTRIES LIMITED
The Directors have pleasure in presenting herewith the 28th Annual
Report together with the Audited Statement of Accounts for the year
ended on 31st March, 2012.
REVENUE FROM OPERATIONS
The Company has earned the Revenue from Operations (net) of Rs.28222.46
lacs and Other Income of Rs.288.80 Lacs during the year ended on 31st
March, 2012 as against Rs. 23617.93 Lacs and Rs.359.10 lacs respectively
earned during the previous year ended on 31st March, 2011.
FINANCIAL RESULTS:
(Rs. in lacs)
Particulars Year ended Previous year
31-3-2012 ended 31-3-2011
(a) Earning before Interest,
Tax, Depreciation and
Amortization (EBITDA) 3881.91 2738.65
(b) Finance Cost 1989.32 1203.21
(c) Depreciation and
amortization expenses 952.39 823.06
Less : Recoupment from
Revaluation 20.73 23.77
Reserve / Deferred
Government Grant 931.66 799.29
(d) Profit before
Exceptional and
Extraordinary
Items and Tax 960.93 736.15
(e) Exceptional Items 0.00 0.21
(f) Profit before
Extraordinary Items
and Tax 960.93 735.94
(g) Extraordinary Items 0.00 0.00
(h) Profit before Tax 960.93 735.94
(i) Tax Expenses
(a) Current (MAT Tax) 189.73 141.93
Less : MAT Credit
Entitlement (175.43) (128.00)
14.30 13.93
(b) Deferred Tax charge
/ (release) 311.71 233.51
(c) (Short)/Excess
Provision of Tax/
Deferred Tax (9.68) 19.67
335.69 227.77
(j) Profit/(Loss)
for the period 625.24 508.17
(k) Surplus in the
Statement of
Profit and Loss:
Balance as per last
Financial Statements 323.58 340.72
Profit for the year 625.24 508.17
Less : Appropriations:
(a) Proposed final equity
dividend (amount per share
Rs. 1.50/- P. Y amount
per share Rs.1.50/-) 107.82 107.82
(b- Tax on proposed
equity dividend 17.49 17.49
(c) Transferred to
General Reserve 500.00 400.00
Total Appropriations 625.31 525.31
Net Surplus/(Deficit)
in the Statement of
Profit and Loss 323.51 323.58
DIVIDEND :
The Directors have recommended dividend of Rs.1.50 per share (@15.00%) on
71,87,830 Equity Shares of Rs. 10/- each of the Company for the Financial
Year ended on 31st March, 2012. The Company declared Rs.1.50 per share
(@15.00%) dividend for the previous Financial Year ended on 31st March,
2011. This will absorb Rs.107.82 lacs as against Rs.107.82 lacs absorbed in
the previous year. The corporate dividend tax payable by the Company on
the said dividend will be Rs.17.49 lacs as against Rs.17.49 lacs in the
previous year. If approved, the dividend will be paid without deduction
of tax at source to the shareholders.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as
per Annexure "A" and forming part of the Directors' Report.
ADDITIONAL DISCLOSURES:
In line with the requirements of Listing Agreement with the Stock
Exchanges and the Accounting Standards of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the Notes on Accounts for the year under review in respect of Related
Party Transactions, Employees Benefits, Taxes on Income, Derivative
Instruments, Segmental Reporting (in Notes on Consolidated Accounts),
Calculation of EPS, Foreign Currency Transactions etc.
QUALITY ASSURANCE AND AWARDS
ISO 22000:2005 AND ISO 9001:2008 CERTIFICATES
The Company has always made continuous efforts to improve the process
of manufacturing and to achieve Foods safety, quality and efficiency in
each of its operations. This is evident from the achievement of BRC -
Food Certification by Intertek Moody (Mumbai), HALAL from HALAL, India,
ISO 22000 : 2005 certified by INDOCERT accredited to National
Accreditation Board for Certification Bodies (NABCB, QCI, India)
towards Food Safety Management System and ISO 9001:2008 Certification
from ISOQAR, (U.K.) towards Quality Management System for its Processed
Food Division, situated at Dharampur, Dist. Valsad, Gujarat.
Also, in the list, is the Two Star Export House Status by Joint
Director General of Foreign Trade, Ministry of Commerce and Industry
for export of Processed Foods Products (APEDA).
The BRC - Food and ISO 22000:2005 Certification from Bureau Veritas,
Mumbai for its ice-cream plant at Pundhra in the State of Gujarat and
Bareilly in the State of Uttar Pradesh for Management System is another
feather in the cap of the Company.
FINANCE:
During the year under review, the Company has availed the Term Loans
from various Term Lenders towards part financing the
expansion-cum-modernization of its existing manufacturing units. The
Company has also availed during the year under review, various short
term loans from Banks and other Companies, which have been duly repaid
by the Company. The Company has also converted part of its existing
Term Loans into Foreign Currency Loan (FCNRB) to save interest cost.
In terms of the provisions of Investor Education and Protection Fund
Rules, 2001 (IEPF), during the year under review, the Company has
transferred the amount of unclaimed fixed deposit of Rs.2,48,000/- and
unclaimed interest on fixed deposit of Rs.17,883/- upto 31-3-2004, to
IEPF established by the Central Government under Section 205C(1) of the
Companies Act, 1956.
FIXED DEPOSITS:
The Company has no overdue deposits outstanding other than those
unclaimed deposits of Rs.26.19 lacs as on 31st March, 2012. As on date of
this Report, deposits aggregating Rs. 13.85 lacs thereof have been
claimed and either paid or renewed. The Company has mobilised Fixed
Deposit of Rs. 911.90 lacs during the year ended on 31st March, 2012,
after complying with the provisions of Section 58 A of the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975
as amended. After repaying the maturities during the year, the total
Fixed Deposits as on 31st March, 2012 stood at Rs. 1396.70 lacs.
SUBSIDIARY COMPANY:
The Company has incorporated a wholly-owned subsidiary company namely
Vadilal Industries (USA) Inc., in the State of New Jersey in USA during
the year - 2009-2010. However, pursuant to the provisions of Section
212 of the Companies Act, 1956 read with the General Circular No.
2/2011 dated 8th February, 2011 issued by Ministry of Corporate
Affairs, granting general exemption under Section 212(8) of the
Companies Act, 1956, the Annual Accounts and other related details of
Vadilal Industries (USA) Inc., including the Statement under Section
212(1)(e), for the year ended on 31-3-2012, are not attached with the
Balance Sheet of the Company. However, the financial information of the
said Subsidiary Company has been included in the Notes to the
Consolidated Accounts attached herewith.
However, the Company undertakes that the Reviewed/Audited Financial
Statements of Vadilal Industries (USA) Inc. for the year ended on
31-3-2012, alongwith reports of Directors and Independent Accountant
thereon shall be made available to shareholders and a hard copy of the
same shall be provided to the shareholders, on their written request.
The said Reviewed/Audited Financial Statements of Vadilal Industries
(USA) Inc. for the year ended on 31-3-2012, alongwith reports of
Directors and Independent Accountant thereon including Statement under
Section 212(1)(e) shall also be available for inspection by any
shareholder of the Company, at the Share Department of the Company on
any working days except Saturdays between 2.00 p.m. to 4.00 p.m. upto
the date of Annual General Meeting.
CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Clause 32 of Listing Agreement with Stock Exchanges,
Consolidated Financial Statements of the Company, its wholly-owned
Subsidiary Company namely, Vadilal Industries (USA) Inc. and Vadilal
Cold Storage, a Partnership Firm, for the year ended on 31st March,
2012 have been prepared by the Company in accordance with the
requirements of Accounting Standard - 21 "Consolidated Financial
Statements" and Accounting Standard 23 "Accounting for investments in
Associates" issued by the Institute of Chartered Accountants of India
and prescribed under Section 211(3C) of the Companies Act, 1956. The
Audited Consolidated Financial Statements form part of the Annual
Report.
CORPORATE GOVERNANCE:
Being a Listed Company, the Company has taken necessary measures to
comply with the Listing Agreement with the Stock Exchanges as amended
from time to time including revised Clause 49 regarding Corporate
Governance. A separate report on Corporate Governance for the year
ended on 31st March, 2012 is attached herewith as a part of this Annual
Report. A certificate from Statutory Auditors of the Company regarding
compliance of Corporate Governance as stipulated under the revised
Clause 49 of Listing Agreement is obtained by the Company and annexed
to the Corporate Governance Report.
RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
confirmation and explanations obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956 and confirm :
a) that in the preparation of Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that 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 31st March, 2012 and of
the profit or loss of the Company for that year;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the Annual Accounts on a going concern
basis.
INSURANCE:
All insurable interests of the Company including buildings, plant and
machinery, furniture & fixtures and other insurable interest are
adequately insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988, details relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in the Annexure -"B" attached herewith and forming part of the
Directors' Report.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Pursuant to the provisions of Listing Agreement with the Stock
Exchanges, the Company declares that the Equity Shares of the Company
are listed on the Bombay Stock Exchange Limited (BSE) and National
Stock Exchange of India Limited (NSE). The Company's shares were also
listed at Ahmedabad Stock Exchange Limited (ASE) till 30th July, 2012.
The Equity Shares of the Company are admitted to dealings on the
National Stock Exchange of India Limited (NSE) on Capital Market
Segment vide a Circular of NSE bearing Ref. No. NSE/LIST/C/2011/0587
dated 13-06-2011 and a letter of NSE bearing Ref. No. NSE/LIST/
167762-A dated 13th June, 2011. The Trading on Capital Segment of the
NSE was commenced from 15-06-2011. The designated Security Code for the
purpose of dealings at NSE is VADILALIND-EQ.
The Company confirms that it has paid Annual Listing Fees due to the
Bombay Stock Exchange Ltd., National Stock Exchange of India Ltd. and
Ahmedabad Stock Exchange Ltd. upto the Financial Year - 2012-2013
DELISTING AT AHMEDABAD STOCK EXCHANGE LIMITED:
Considering the negligible volume of trading at Ahmedabad Stock
Exchange Limited, the Board of Directors has, at its meeting held on
30th May, 2012 approved to voluntarily delist total 7187830 Equity
Shares of Rs. 10/- each of the Company from the Ahmedabad Stock
Exchange Limited. On application of the Company, the Ahmedabad Stock
Exchange Limited has, vide a letter dated 31st July, 2012 approved the
delisting of the aforesaid Equity Shares of the Company from the
exchange and the said shares has been removed from the list of the
exchange w.e.f. 31st July, 2012.
However, the equity shares of the Company shall continue to be listed
at the Bombay Stock Exchange Limited and National Stock Exchange of
India Limited, which are having nation wide terminals.
PARTICULARS OF EMPLOYEES:
During the financial year under review, no employee of the Company
including Managing Directors was in receipt of remuneration in
aggregate of Rs. 5,00,000/- per month or more or Rs. 60,00,000/- per annum
or more. Hence, the statement of particulars of employees under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 need not to be given.
DIRECTORS:
Pursuant to the provisions of Section 255 and 256 of the Companies Act,
1956 and Articles of Association of the Company, Mr. Kshitish M. Shah
and Mr. Rajesh K. Pandya, Directors of the Company, shall retire by
rotation at this Annual General Meeting, and being eligible, offer
themselves for re-appointment. The Members are requested to consider
their re-appointment as Directors of the Company, for which necessary
resolutions have been incorporated in the notice of the meeting. The
brief resume/details relating to the said Directors, who are to be
re-appointed are furnished in the Notes to the Notice of the Annual
General Meeting.
CORPORATE SOCIAL RESPONSIBILITY
The Company daily provides Ice-cream to the patients of M. P. Shah
Cancer Hospital, the Gujarat Cancer and Research Institute, New Civil
Hospital Compound, Asarwa, Ahmedabad.
AUDITORS:
M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad, holds
office as Statutory Auditors of the Company until the conclusion of
this Annual General Meeting and as recommended by Audit Committee, the
Board recommends their appointment, as Statutory Auditors of the
Company, for the Financial Year - 2012-2013 and to hold office from the
conclusion of the ensuing 28th Annual General Meeting till the
conclusion of the next Annual General Meeting of the Company. The
Company has received a certificate from the said Auditors under Section
224(1 B) of the Companies Act, 1956 to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1 B) of the Act. The Members are requested to consider
their appointment as Statutory Auditors of the Company for the
Financial Year - 2012-2013, at a remuneration to be decided by the
Board of Directors.
AUDITORS' REPORT OF THE COMPANY:
The following clarification has been made by the Directors in respect
of the observation made by the Auditors in CARO report for the year
ended on 31st March, 2012:-
1. The Company has not paid sales tax overdue for more than six months
to the extent of Rs.17.00 lacs due to pending litigation / legal cases.
The Company has obtained a stay against the said litigation.
COST AUDITORS:
The Ministry of Corporate Affairs has, vide a notification no. G.S.R.
429(E) dated 3rd June, 2011, notified the General Cost Accounting
Records Rules, 2011, which has made it mandatory for the Company to
maintain cost records on regular basis in such manner so as to make it
possible to calculate per unit cost of production of its products.
Further, the Ministry of Corporate Affairs has, by an industry specific
Cost Audit Order dated 24th January, 2012 ordered audit of Cost Records
under Section 233(B) of the Companies Act, 1956 for "Packaged Food
Products". Accordingly, the Company has appointed Mr. Vinod Himmatlal
Shah, Cost Accountant, Ahmedabad, having Membership No. 889 as Cost
Auditor of the Company, to audit the Cost records maintained by the
Company, for the Financial Year - 2012-2013. The appointment of Mr.
Vinod Himmatlal Shah as a Cost Auditor of the Company for the Financial
Year - 2012-2013 has been approved by the Central Government.
ACKNOWLEDGEMENT:
The Directors place on record the appreciation and gratitude for the
co-operation and assistance extended by various departments of the
Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and
sincere services of the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its
Shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
By Order of the Board of Directors
Date : 13th August, 2012. RAJESH R. GANDHI DEVANSHU L. GANDHI
Place: Ahmedabad MANAGING DIRECTOR MANAGING DIRECTOR
Mar 31, 2011
The Members,
VADILAL INDUSTRIES LIMITED
Ahmedabad.
The Directors have pleasure in presenting herewith the 27th Annual
Report together with the Audited Statement of Accounts for the year
ended on 31st March, 2011.
INCOME FROM OPERATIONS
The Company earned the total income from operations of Rs. 23581.80
Lacs during the year ended on 31st March,
2011 as against Rs. 18896.27 Lacs earned during the previous year ended
on 31st March, 2010.
FINANCIAL RESULTS:
(Rs. in lacs)
Particulars Year ended Previous year
31-3-2011 ended 31-3-2010
(a) Profit for the year before
Depreciation and Financial Expenses 2526.58 2076.07
(b) Less: Depreciation 816.65 564.97
Financial Expenses (Net) 961.05 1777.70 631.90 1196.87
(c) Profit before Exceptional
& Prior Year items 748.88 879.20
(d) Prior Year's Adjustments (Net) (0.21) (0.05)
(e) Profit before tax 748.67 879.15
(f) Provision for Tax
(Refer Note I of Schedule 22)
à Current Tax 0.00 327.00
à Current (MAT Tax) 141.93 0.00
Less : MAT credit entitlement (128.00) 13.93 0.00 0.00
à Deferred Tax charge/(release) 233.51 (28.49)
à (Short) / Excess Provision
of Tax / Deferred Tax of
earlier years (Net) 6.94 (5.47)
(g) Net Profit after Tax 508.17 575.17
(h) Profit Brought Forward 340.72 286.28
Amount available for appropriation 848.89 861.45
Appropriation:- Ã
Proposed Dividend 107.82 107.82
à Tax on Proposed Dividend 17.49 17.91
à General Reserve 400.00 395.00
à Balance carried to Balance Sheet 323.58 340.72
Total 848.89 861.45
DIVIDEND:
The Directors have recommended dividend of Rs. 1.50 per share (@15.00%)
on 71,87,830 Equity Shares of Rs. 10/- each of the Company for the
Financial Year ended on 31st March, 2011. The Company declared Rs. 1.50
per share (@15.00%) dividend for the previous Financial Year ended on
31st March, 2010. This will absorb Rs. 107.82 lacs as against Rs.
107.82 lacs absorbed in the previous year. The corporate dividend tax
payable by the Company on the said dividend will be Rs. 17.49 lacs as
against Rs. 17.91 lacs in the previous year. If approved, the dividend
will be paid without deduction of tax at source to the shareholders.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as
per Annexure "A" and forming part of the Directors' Report.
ADDITIONAL DISCLOSURES:
In line with the requirements of Listing Agreement with the Stock
Exchanges and the Accounting Standards of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the Notes on Accounts for the year under review in respect of Related
Party Transactions, Employees Benefits, Taxes on Income and Expenses,
Derivative Instruments, Segmental Reporting (in Notes on Consolidated
Accounts), Calculation of EPS, etc.
QUALITY ASSURANCE AND AWARDS
ISO 22000:2005 AND ISO 9001:2000 CERTIFICATES
The Company has always made continuous efforts to improve the process
of manufacturing and to achieve quality and efficiency in each of its
operations. This is evident from the award of ISO 9001:2000 to the
Company conferred upon by Nemko AS, Certification Department, towards
Quality Management System for its Processed Food Division
situated at Dharampur, Dist. Valsad, Gujarat. The Company has also
received award of ISO 22000:2005 from Nemko AS, Certification
Department, towards Food Safety Management System for the said
Processed Food Division. The Company has already been awarded Two Star
Export House Status by Joint Director General of Foreign Trade,
Ministry of Commerce and Industry for export of Processed Foods
Products.
The Company has also obtained ISO 22000:2005 Certification from Bureau
Veritas, Mumbai for its ice-cream plant at Pundhra in the State of
Gujarat and Bareilly in the State of Uttar Pradesh for Management
System.
The Company has won, for consecutive 3 years i.e. in the year 2008,
2009 and 2010, total 22 awards in the Great Indian Ice-Cream Contest
organised by Indian Dairy Association (IDA).
FINANCE:
During the year under review, the Company has availed enhanced working
capital facilities from the Consortium Banks for working capital
requirement of the Company. The Company has also availed the Term Loans
from various Term Lenders towards part financing the
expansion-cum-modernization of its existing manufacturing units.
During the year under review, the Company also availed ad-hoc cash
credit and L/C facilities for import of machineries from Bank of
Baroda. The said facilities have been repaid by the Company during the
year under review. The Company also availed unsecured loan from
Catholic Syrian Bank and Indian Overseas Bank.
The short term loan availed by the Company during last year from
Development Credit Bank Ltd. has been fully repaid during the year
under review.
In terms of the provisions of Investor Education and Protection Fund
Rules, 2001 (IEPF), during the year under review, the Company has
transferred the unclaimed interest on fixed deposit of Rs. 20,346/-
upto 31-3-2003, to IEPF established by the Central Government under
Section 205C(1) of the Companies Act, 1956.
FIXED DEPOSITS:
The Company has no overdue deposits outstanding other than those
unclaimed deposits of Rs. 30.84 lacs as on 31st March, 2011. As on date
of this Report, deposits aggregating Rs. 9.05 lacs thereof have been
claimed and either paid or renewed. The Company has mobilised Fixed
Deposit of Rs. 925.20 lacs during the year ended on 31st March, 2011,
after complying with the provisions of Section 58 A of the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975
as amended. After repaying the maturities during the year, the total
Fixed Deposits as on 31st March, 2011 stood at Rs. 1282.89 lacs.
SUBSIDIARY COMPANY:
The Company has incorporated a wholly-owned subsidiary company namely
Vadilal Industries (USA) Inc., in the State of New Jersey in USA during
the year à 2009-2010. However, pursuant to the provisions of Section
212 of the Companies Act, 1956 read with the General Circular No.
2/2011 dated 8th February, 2011 issued by Ministry of Corporate
Affairs, granting general exemption under Section 212(8) of the
Companies Act, 1956, the Annual Accounts and other related details of
Vadilal Industries (USA) Inc., including the Statement under Section
212(1)(e), for the year ended on 31-3-2011, are not attached with the
Balance Sheet of the Company. However the financial information of the
said subsidiary company has been included in the notes to consolidated
accounts attached herewith.
However, the Company undertakes that the Reviewed Financial Statements
of Vadilal Industries (USA) Inc. for the year ended on 31-3-2011,
alongwith reports of Directors and Independent Accountant thereon shall
be made available to the shareholders and a hard copy of the same shall
be provided to the shareholders, on their written request. The said
Reviewed Financial Statements of Vadilal Industries (USA) Inc. for the
year ended on 31-3-2011, alongwith reports of Directors and Independent
Accountant thereon including Statement under section 212(1)(e) shall
also be available for inspection by any shareholder of the Company, at
the Share Department of the Company on any working day except Saturdays
between 2.00 p.m. to 4.00 p.m. upto the date of Annual General Meeting.
CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Clause 32 of Listing Agreement with Stock Exchanges,
Consolidated Financial Statements of the Company, its Wholly-owned
Subsidiary Company namely, Vadilal Industries (USA) Inc. and Vadilal
Cold Storage, a Partnership Firm, for the year ended on 31st March,
2011 have been prepared by the Company in accordance with the
requirements of Accounting Standard - 21 "Consolidated Financial
Statements" and Accounting Standard 23 "Accounting for investments in
Associates" issued by the Institute of Chartered Accountants of India
and prescribed under Section 211(3C) of the Companies Act, 1956. The
Audited Consolidated Financial Statements form part of the Annual
Report.
CORPORATE GOVERNANCE:
Being a Listed Company, the Company has taken necessary measures to
comply with the Listing Agreement with the Stock Exchanges as amended
from time to time including revised Clause 49 regarding Corporate
Governance. A separate report on Corporate Governance for the year
ended on 31st March, 2011 is attached herewith as a part of this Annual
Report. A certificate from Statutory Auditors of the Company regarding
compliance of Corporate Governance as stipulated under the revised
Clause 49 of Listing Agreement is obtained by the Company and annexed
to the Corporate Governance Report.
RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
confirmation and explanations obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956 and confirm :
a) that in the preparation of Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that 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 31st March, 2011 and of
the profit or loss of the Company for that year;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the Annual Accounts on a going concern
basis.
INSURANCE:
All insurable interests of the Company including buildings, plant and
machinery, furniture & fixtures and other insurable interest are
adequately insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988, details relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in the Annexure -"B" attached hereto and forming part of the Directors'
Report.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Pursuant to the provisions of Listing Agreement with the Stock
Exchanges, the Company declares that the Equity Shares of the Company
are listed on the Bombay Stock Exchange Limited, National Stock
Exchange of India Limited and Ahmedabad Stock Exchange Limited.
The Equity Shares of the Company are admitted to dealings on the
National Stock Exchange of India Limited (NSE) on Capital Market
Segment vide a Circular of NSE bearing Ref. No. NSE/LIST/C/2011/0587
dated 13-06-2011 and a letter of NSE bearing Ref. No. NSE/LIST/167762-A
dated 13th June, 2011. The Trading on Capital Segment of the NSE was
commenced from 15-06-2011. The designated Security Code for the purpose
of dealings at NSE is VADILALIND-EQ.
The Company confirms that it has paid Annual Listing Fees due to the
Bombay Stock Exchange Ltd., National Stock Exchange of India Ltd. and
Ahmedabad Stock Exchange Ltd. upto the Financial Year - 2011-2012.
PARTICULARS OF EMPLOYEES:
The statement of particulars of employees providing information as per
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 form part of this report.
However, as per provisions of Section 219(1)(b)(iv) of the Companies
Act, 1956, the Annual Report excluding this statement is being sent to
all members. Any member interested in obtaining a copy of this
statement may write to the Company Secretary at the Share Department of
the Company.
DIRECTORS:
Pursuant to the provisions of Section 255 and 256 of the Companies Act,
1956 and Articles of Association of the Company, Mr. Ramchandra R.
Gandhi and Mr. Rohit J. Patel, Directors of the Company, shall retire
by rotation at this Annual General Meeting, and being eligible, offer
themselves for re-appointment. The Members are requested to consider
their re-appointment as Directors of the Company, for which necessary
resolutions have been incorporated in the notice of the meeting. The
brief resume/details relating to the said Directors, who are to be
re-appointed are furnished in the Notes to the Notice of the Annual
General Meeting.
CORPORATE SOCIAL RESPONSIBILITY
The Company daily provides Ice-cream to the patients of M. P. Shah
Cancer Hospital, the Gujarat Cancer and Research Institute, New Civil
Hospital Compound, Asarwa, Ahmedabad. Under "Yuva Unstoppable"
programme organised by an Institution, the employees of the Company
attended Municipal Schools in Ahmedabad and helped the students in
learning english.
AUDITORS:
M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad, holds
office as Statutory Auditors of the Company until the conclusion of
this Annual General Meeting and as recommended by Audit Committee, the
Board recommends their appointment, as Statutory Auditors of the
Company, for the Financial Year à 2011-2012 and to hold office from the
conclusion of the ensuing 27th Annual General Meeting till the
conclusion of the next Annual General Meeting of the Company. The
Company has received a certificate from the said Auditors under Section
224(1B) of the Companies Act, 1956 to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Act. The Members are requested to consider their
appointment as Statutory Auditors of the Company for the Financial Year
- 2011-2012, at a remuneration to be decided by the Board of Directors.
AUDITORS' REPORT OF THE COMPANY:
The following clarification has been made by the Directors in respect
of the observation made by the Auditors in CARO report for the year
ended on 31st March, 2011 :- 1. The Company has not paid sales tax
overdue for more than six months due to pending litigation / legal
cases. The Company has obtained a stay against the said litigation.
ACKNOWLEDGEMENT:
The Directors place on record the appreciation and gratitude for the
co-operation and assistance extended by various departments of the
Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and
sincere services of the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its
Shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
By Order of the Board of Directors
Ramchandra R. Gandhi
Chairman
Date : 18th July, 2011.
Place : Ahmedabad
Mar 31, 2010
The Directors have pleasure in presenting herewith the 26th Annual
Report together with the Audited Statement of Accounts for the year
ended on 31st March, 2010. INCOME FROM OPERATIONS
The Company earned the total income from operations of Rs.18,889.88
Lacs during the year ended on 31st March, 2010 as against Rs.14,790.90
Lacs earned during the previous year ended on 31st March, 2009.
FINANCIAL RESULTS: (Rs. In lacs)
Particulars Year ended Previous year
31-3-2010 ended 31-3-2009
(a) Profit for the year before
Depreciation and Financial
Expenses 2076.07 1434.95
(b) Less: Depreciation 564.97* 483.22
Financial Expenses (Net) 631.90 1196.87 749.22 1232.44
(c) Profit before Exceptional
& Prior Year items 879.20 202.51
(d) Prior Years Adjustments (Net) (0.05) 17.11
(e) Profit before tax 879.15 219.62
(f) Provision for Tax
(Refer Note I of Schedule 22)
- Current Tax 327.00 0.00
- Current (MAT Tax) 0.00 23.40
Less : MAT credit entitlement 0.00 (9.20)
" 0.00 14.20
- Deferred Tax charge/(release) (28.49) 72.00
- Fringe Benefit Tax 0.00 14.50
- (Short) / Excess Provision
of Tax /
Deferred Tax of earlier years (Net) (5.47) (10.24)
(g) Net Profit after Tax 575.17 108.68
(h) Profit Brought Forward 286.28 283.51
Amount available for appropriation 861.45 392.19
Appropriation:-
- Proposed Dividend 107.82 86.25
- Tax on Proposed Dividend 17.91 14.66
- General Reserve 395.00 5.00
- Balance carried to Balance Sheet 340.72 286.28
Total 861.45 392.19
DIVIDEND:
The Directors have recommended dividend of Re.1.50 per share (î15.00%)
on 71,87,830 Equity Shares of
Rs.10/- each of the Company for the Financial Year ended on 31st March,
2010. The Company declared Re.1.20 per share (@12%) dividend on
71,87,830 Equity Shares of Rs.10/- each for the previous Financial Year
ended on 31st
March, 2009. This will absorb Rs. 107.82 lacs as against Rs.86.25 lacs
absorbed in the previous year. The corporate dividend tax payable by
the Company on the said dividend will be Rs.17.91 lacs as against
Rs.14.66 lacs in the previous year. If approved, the dividend will be
paid without deduction of tax at source to the shareholders.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report has been enclosed herewith as
per Annexure "A" and forming part of the Directors Report.
ADDITIONAL DISCLOSURES:
In line with the requirements of Listing Agreement with the Stock
Exchanges and the Accounting Standards of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the Notes on Accounts for the year under review in respect of Related
Party Transactions, Employees Benefits, Taxes on Income and
Expenses, Derivative Instruments, Segmental Reporting (in Notes on
Consolidated Accounts), Calculation of EPS, etc.
QUALITY ASSURANCE AND SYSTEMS
ISO 22000:2005 AND ISO 9001:2000 CERTIFICATES
The Company has always made continuous efforts to improve the process
of manufacturing and to achieve quality and efficiency in each of its
operations. This is evident from the award of ISO 9001:2000 to the
Company conferred upon by Nemko AS, Certification Department, towards
Quality Management System for its Processed Food Division situated at
Dharampur, Dist. Valsad, Gujarat. The Company has also received award
of ISO 22000:2005 from Nemko
AS, Certification Department, towards Food Safety Management System for
the said Processed Food Division. The
Company has already been awarded Two Star Export House Status by Joint
Director General of Foreign Trade,
Ministry of Commerce and Industry for export of Processed Foods
Products.
The Company has also obtained ISO 22000:2005 Certification from Bureau
Veritas, Mumbai for its ice-cream plant at Pundhra in the State of
Gujarat and Bareilly in the State of Uttar Pradesh for Management
System.
The Company has received, for 2 years in a row i.e. in the year 2008 &
2009, 7 awards in both the years in the Great
Indian Ice-Cream Contest organised by Indian Dairy Association (IDA).
FINANCE:
During the year under review, the Company has availed part of
additional Term Loans sanctioned by Bank of Baroda, State Bank of India
and Exim Bank towards part financing the expansion-cum-modernization of
its existing manufacturing units. During the year under review, Rupee
Term Loan as availed by the Company from BOB and SBI have been
converted into Foreign Currency Loan (FCNRB).
The Company has repaid Working Capital Demand Loan to IDBI Bank Ltd.
and the same has been renewed towards part of total Working Capital
Facilities. The Company has also availed for the said purpose Working
Capital Demand
Loan of from Exim Bank. The Company has also availed the enhanced
Working Capital Facilities from IDBI Bank Ltd., a Consortium Bank. The
Company has also fully repaid the Working Capital facilities of Rs. 400
lacs availed from
South Indian Bank Ltd. (SIB), a Consortium Bank, for which, the charge
has been duly satisfied by way of modification.
The Company has duly repaid during the year under review the unsecured
Short Term Loan availed by the Company last year from Development
Credit Bank Ltd. (DCB). The Company has again received the unsecured
Short Term
Loan from DCB during the year under review and partly repaid to DCB.
The Company has also availed Buyers Credit Facility from IDBI Bank
Ltd.
In terms of the provisions of Investor Education and Protection Fund
Rules, 2001 (IEPF), during the year under review, the Company has
transferred the unclaimed Principal amount of fixed deposit of Rs.
2,560/- and interest on fixed deposit of Rs. 40,000/- upto 31-3-2002,
to IEPF established by the Central Government under Section 205C(1) of
the Companies Act, 1956.
FIXED DEPOSITS:
The Company has no overdue deposits outstanding other than those
unclaimed deposits of Rs. 23.61 lacs as on 31st March, 2010. As on date
of this Report, deposits aggregating Rs. 12.33 lacs thereof have been
claimed and either paid or renewed. The Company has mobilised Fixed
Deposit of Rs. 588.57 lacs during the year ended on 31st March, 2010,
after complying with the provisions of Section 58 A of the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975
as amended. After repaying the maturities during the year, the total
Fixed Deposits as on 31st March, 2010 stood at Rs. 996.41 lacs.
SUBSIDIARY COMPANY:
The Company has incorporated a wholly-owned subsidiary company namely
Vadilal Industries (USA) Inc., in the State of New Jersey in USA during
the year under review. As required under Section 212 of the Companies
Act, 1956, the
Reviewed Financial Statements (Unaudited) of Vadilal Industries (USA)
Inc. for the period from 11-8-2009 (date of inception) to 31-3-2010,
alongwith reports of Directors and Auditors thereon, for the year ended
on 31st March, 2010 are annexed herewith. The statement under Section
212(1)(e) of the Companies Act, 1956 relating to the said Subsidiary
Company is also annexed herewith.
CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Clause 32 of Listing Agreement with Stock Exchanges,
Consolidated Financial Statements of the
Company, its subsidiary company namely, Vadilal Industries (USA) Inc.
and Vadilal Cold Storage, a Partnership Firm, for the year ended on
31st March, 2010 have been prepared by the Company in accordance with
the requirements of Accounting Standard - 21 "Consolidated Financial
Statements and Accounting Standard 23 "Accounting for investments in
Associates" issued by the Institute of Chartered Accountants of India.
The Audited Consolidated
Financial Statements form part of the Annual Report.
During the year under review, Vadilal Chemicals Ltd. ceased to be an
Associate of the Company due to disinvestment of entire holding by the
Company. As such, the financial statement of Vadilal Chemicals Ltd. has
not been included in the Consolidated Financial Statements for the year
2009-2010.
CORPORATE GOVERNANCE:
Being a Listed Company, the Company has taken necessary measures to
comply with the Listing Agreement with the Stock Exchanges including
revised Clause 49 regarding Corporate Governance. A separate report on
Corporate Governance for the year ended on 31st March, 2010 is attached
herewith as a part of this Annual Report. A certificate from Statutory
Auditors of the Company regarding compliance of Corporate Governance as
stipulated under the revised Clause 49 of Listing Agreement is obtained
by the Company and annexed to the Corporate Governance Report.
RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
confirmation and explanations obtained by them, your
Directors make the following statement in terms of Section 217(2 A A)
of the Companies Act, 1956 and confirm :
a) that in the preparation of Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that 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 31st March, 2010 and of
the profit or loss of the Company for that year;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the Annual Accounts on a going concern
basis.
INSURANCE:
All insurable interests of the Company including buildings, plant and
machinery, furniture & fixtures and other insurable interest are
adequately insured.
CONSERVATION OF ENERGY , TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND
OUTGO:
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988, details relating to Conservation of Energy,
Technology Absorption and
Foreign Exchange Earnings and Outgo are given in the Annexure -"B"
attached hereto and forming part of the Directors Report.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Pursuant to the provisions of Listing Agreement with the Stock
Exchanges, the Company declares that the Equity
Shares of the Company are listed on the Bombay Stock Exchange Limited
and Ahmedabad Stock Exchange Limited.
The Company confirms that it has paid Annual Listing Fees due to the
Bombay Stock Exchange Ltd. and Ahmedabad
Stock Exchange Ltd. upto the Financial Year - 2010-2011.
PARTICULARS OF EMPLOYEES:
The statement of particulars of employees providing information as per
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 form part of this report.
However, as per provisions of Section 219(1)(b)(iv) of the Companies
Act, 1956, the Annual Report excluding this statement is being sent to
all members. Any member interested in obtaining a copy of this
statement may write to the Company Secretary at the Registered Office
of the Company.
DIRECTORS:
Pursuant to the provisions of Section 255 and 256 of the Companies Act,
1956 and Articles of Association of the Company, Mr. Chaitan M. Maniar
and Mr. Kshitish M. Shah, Directors of the Company, shall retire by
rotation at this Annual General Meeting, and being eligible, offer
themselves for re-appointment. The Members are requested to consider
their re-appointment as Directors of the Company, for which necessary
resolutions have been incorporated in the notice of the meeting. The
brief resume/details relating to the said Directors, who are to be
re-appointed are furnished in the Notes to the Notice of the Annual
General Meeting.
Mr. Virendra R. Gandhi has been appointed as a Managing Director of the
Company, designated as Vice- Chairman and Managing Director, for a
period of 5 years with effect from 1st June, 2010, without payment of
any remuneration to him. Necessary resolution has been incorporated in
the Notice of the Annual General Meeting seeking Members approval for
appointment of Mr. Virendra R. Gandhi, as a Managing Director of the
Company, designated as Vice- Chairman and Managing Director. The brief
resume / details relating to the Mr. Virendra R. Gandhi is furnished in
the Notes to the Notice of the Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY
The Company daily provides Ice-cream to the patients of M.P. Shah
Cancer Hospital, the Gujarat Cancer and Research Institute, New Civil
Hospital Compound, Asarwa, Ahmedabad. Under "Yuva Unstoppable"
programme organised by an Institution, the employees of the Company
attended Municipal Schools in Ahmedabad and helped the students in
learning english. The Company had organised blood donation camp in 2009
in association with PRATHMA Blood Bank. The employees of the Company
had contributed 33 bottles.
AUDITORS:
M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad, holds
office as Statutory Auditors of the Company until the conclusion of
this Annual General Meeting and as recommended by Audit Committee, the
Board recommends their appointment, as Statutory Auditors of the
Company, for the Financial Year - 2010-2011 and to hold office from the
conclusion of the ensuing 26th Annual General Meeting till the
conclusion of the next Annual General Meeting of the Company. The
Company has received a certificate from the said Auditors under Section
224(1 B) of the Companies Act, 1956 to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1 B) of the Act. The Members are requested to consider
their appointment as Statutory Auditors of the Company for the
Financial Year - 2010-2011, at a remuneration to be decided by the
Board of Directors.
AUDITORS REPORT OF THE COMPANY:
The following clarifications have been made by the Directors in respect
of the observations made by the Auditors in
CARO report for the year ended on 31st March, 2010 :-
1. There was a slight short fall in maintaining liquid assets during
the financial year ended on 31-3-2010 due to inadvertence.
2. Advance income Tax which remain outstanding for a period of more
than 6 months from the date it became payable, has been subsequently
paid by the Company.
3. The company has not paid sales tax overdue for more than six months
due to pending litigation / legal cases. The company has obtained a
stay against the said litigation.
ACKNOWLEDGEMENT:
The Directors place on record the appreciation and gratitude for the
co-operation and assistance extended by various departments of the
Union Government, State Government, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and
sincere services of the employees of the
Company at all levels.
The Company will make every effort to meet the aspirations of its
Shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
By order of the Board of Directors
Date : 10th August, 2010. Ramchandra R. Gandhi
Place : Ahmedabad Chairman
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Vadilal Industries Ltd.
-
Vadilal Industries Ltd. Tools
- Bulk Deals
-
Vadilal Industries Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Rights
- BSE Price History
- NSE Price History
-
Vadilal Industries Ltd. Key Financial Ratios
- Ratios
-
Vadilal Industries Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Vadilal Industries Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Vadilal Industries Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Vadilal Industries Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
-
Stocks To Buy Today, Dec 19: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Stocks To Buy Today, Dec 18: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday -
Stocks To Buy Today, Dec 17: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
-
Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+