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Directors Report of Vadilal Enterprises Ltd.

Mar 31, 2015

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, 2015.

FINANCIAL HIGHLIGHTS : (Rs. in Lacs)

Sr. Particulars Year ended Year ended No. 31-03-2015 31-03-2014

(a) Earning before Interest, Tax, Depreciation and Amortization 759.94 601.44

(b) Finance Cost 118.88 148.57

(c) Depreciation & Amortization Expense 640.18 540.13

(d) Profit/(Loss) before Tax 0.88 (87.26)

(e) Tax Expense

— Current Tax (MAT Tax) 9.35 0.00

Less : MAT Credit Entitlement (9.35) 0.00

0.00 0.00

— Deferred Tax charge / (release) 0.28 (17.81)

— Income Tax written off / (written back) of earlier years 0.00 (8.90)

Total Tax: 0.28 (26.71)

(f) Profit/(Loss) for the year 0.60 (60.55)

(i) Surplus in the statement of Profit & Loss:

Balance brought forward from the last year 0.00 66.23

Add: Profit/(Loss) after tax for the year 0.60 (60.55)

Add: Amount transferred from General Reserve for proposed dividend 7.70 2.39

Less : Appropriation

— Proposed Equity Dividend (amount per share Rs. 0.80, previous year Rs. 0.80) 6.90 6.90

— Tax on proposed Equity Dividend 1.40 1.17

Net Surplus / (Deficit) in the statement of Profit and Loss: 0.00 0.00

STATE OF COMPANY'S AFFAIRS:

The Company has earned Revenue from Operations of Rs. 41846.23 lacs during the year ended on 31st March, 2015 as against Rs. 36654.09 lacs earned during the previous year ended on 31st March, 2014, giving a rise of 14.17% as compared to previous year.

The Company has earned the Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) of Rs. 759.94 lacs during the year ended on 31st March, 2015 as compared to Rs. 601.44 lacs earned during the previous year ended on 31st March, 2014, showing a rise of 26.35%. The Company has incurred Finance Cost of Rs. 118.88 lacs and provided for Depreciation and Amortisation expenses of Rs. 640.18 lacs for the year ended on 31st March, 2015. The Company has earned profit before Tax of Rs. 0.88 lacs during the year under review as compared to loss Rs. 87.26 lacs incurred during the previous year ended on 31st March, 2014. The Company has earned profit for the year of Rs. 0.60 lacs during the year ended on 31st March, 2015 after providing Finance Cost and Depreciation and Amortisation expenses and after making Provision for Deferred Tax of Rs. 0.28 lacs and other adjustments, as compared to loss of Rs. 60.55 lacs incurred by the Company during the previous year ended on 31st March, 2014.

DIVIDEND:

The Directors have recommended dividend of Rs. 0.80/- per share (@ 8.00%) on 8,62,668 Equity Shares of Rs.10/- each of the Company for the financial year ended on 31st March, 2015 as compared to Rs. 0.80/- per share (@ 8.00%) dividend declared in the previous financial year ended on 31st March, 2014. This will absorb Rs. 6.90 lacs as against Rs. 6.90 lacs absorbed in the previous year. The corporate dividend tax payable by the Company on the said dividend will be Rs. 1.40 lacs as compared to Rs. 1.17 lacs paid during the previous year. 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 general reserve due to Inadequecy of Profit. 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 - I, to this Report.

OPERATIONS - MARKETING FOCUS:

ICE-CREAM DIVISION:

INDUSTRY STRUCTURE & DEVELOPMENT, BUSINESS OVERVIEW & SUSTAINABLE GROWTH OPPORTUNITIES:

Indian Ice-cream market is estimated to be around Rs. 6000 crores with the organized sector estimated at Rs. 3500 Crores. Increasing urbanization, rising disposable incomes and increasing "out of home food" consumption coupled with the ever increasing availability of various foods in the markets close to residential areas are some of the reasons driving the ice cream segment.

The Company works to deliver the best tasting products and continuously improve ice-cream range for nutritional profile and benefits. Since the inception, the Company has been committed towards delivering the best quality products at affordable prices conveniently within reach of the consumers.

To ensure maximum exposure to the public in terms of marketing, we spend on an optimum mix of ATL and BTL activities. We utilize various communication touch points like Retail, Outdoor, Print, TV, Internet, etc. to get the brand message across. This year, we have a 360 degree marketing plan. However, the advertising budgets are skewed more towards television as we have a nationwide reach now. Apart from traditional media platforms, we also enjoy commendable brand presence and preference in the digital space.

Our consumer engagement initiative, Vadilal Freeze the Moment Contest Calendar launched in 2012 has become a successful annual event and is eagerly awaited by consumers every year.

This year, Vadilal launched the Ice Trooper Treasure Hunt Contest with the objective of offering its young customers a chance to win exciting prizes. A new commercial promoting the contest was aired on all major television channels throughout the summer season. A huge amount of customers from across the nation participated in the contest. On the sales promotions front, we constantly engage our trade patrons through various schemes and offers. Vadilal also invests in consumer promotional activities from time to time. As an example, last year we had a "surprise gift" available with each candy of Ice Trooper to delight our young customers.

AWARDS WON BY VADILAL YEAR BY YEAR:

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.

FUTURE STRATEGY:

Distribution definitely plays a key role in the success of our business. The Company is planning to increase our reach in the existing market in terms of consolidating our presence in Cash and Carry format as well as the Modern Retail segment. The logistics of ice cream, being a cold chain product, are complex and the Company is continuously expanding its cold chain distribution network through refrigerated vehicles and deep freezers.

The Company is working on increasing the physical touch points with our consumers with an ever-increasing network of dealers, FOWs (Freezer On Wheels), POWs (Parlour On Wheels) and Ice Cream parlours.

Along with various ATL campaigns, the Company also plans various BTL activities to enhance consumer experience with Vadilal. The Company plans to organize innovative cross promotional activities to enhance the brand engagement with the consumers and use the digital space actively as well for the same. The Company also plans to increase the branding activity at retail level.

Processed Food Division - Domestic:

Vadilal Quick Treat, one of the country's leading processed food brand, has adopted a very organized approach towards attaining the market leadership. Launching new products, strengthening existing product verticals through product extensions, thoughtful and insightful consumer oriented market communications are few steps that have given the brand a strong hold on the distribution channel and the market itself. Collaborations with strong regional distribution companies across the world, consistent delivery of quality products remains the agenda of the company. With introduction of dairy range - Paneer Cubes & block, Ghee, the brand is all set to explore the newer opportunities in the market.

The brand will be soon taking the legacy of Vadilal Ice Creams to the world under the brand 'Vadilal Quick Treat'. With this the brand is excited and sure to grab a bigger shelf share in the stores across the globe. As the time goes, the brand will be putting at least 15 flavours of Ice Creams into the market to quench the 'Sweet Tooth' craving of the consumers.

FINANCE :

During the year under review, the company is enjoying existing Working Capital Facility & Term Loan Facility from various Banks / Financial Institutions. During the year under review, the company has made regular repayment of Loan & interest and there is no any overdue payment to Banks and Financial Institutions.

During the year under review, the Company has transferred the unclaimed interest on Fixed Deposit of Rs.15000/- for the financial year ended on 31st March, 2008 to Investors' Education and Protection Fund. During the year under review, the Company has transferred the amount of unpaid and unclaimed Dividend of Rs. 34284/- for the year 2006- 2007 to Investors' Education and Protection Fund.

DETAILS OF DEPOSITS:

a. During the year under review, the Company has accepted Deposits of Rs. 8.14 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 : 8.14

* Deposits from Public accepted before 1-4-2014 : 0.00

Total : 8.14

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.

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 and pursuant to exemption granted pursuant to General Circular No. G.S.R. 723(E) dated 14th October, 2014 issued by Ministry of Corporate Affairs, the Company is not required to attach Consolidated Financial Statements for the year ended on 31st March, 2015, as the Company does not have any subsidiary company.

ASSOCIATE COMPANIES :

A report on the financial position of associate companies 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-II to the Directors' 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 nor given any guarantee nor 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 - III 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 28.2 to the financial statement which sets out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period of this report, Mrs. Niranjana A. Kapadia has resigned from the office of the Director of the Company with effect from 1st April, 2015. She was an Independent Director of the Company. The Directors placed on record the valuable services and guidance provided by Mrs. Niranjana A. Kapadia during her tenure as a Director of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Devanshu L. Gandhi, Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer 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 149(1) and 152 1 of the Companies Act, 2013 and Rules made thereunder and on the recommendation of the Nomination and Remuneration Committee, the Company proposes to appoint Mrs. Mamta 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 her candidature for appointment as a Director of the Company.

Pursuant to the provisions of Section 149 and 152 1 of the Companies Act, 2013 and Rules made thereunder and on the recommendation of the Nomination and Remuneration Committee, the Company proposes to appoint Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shah, 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 consecutive years up to the conclusion of the 35th Annual General Meeting of the Company in the calendar year 2020.

The Company has received declarations from all the Independent Directors of the Company in terms of Section 149 of the Act, confirming that they meet the criteria of independence as prescribed under the Act.

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.

The performance of the Board was 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 performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, 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, are as under :

A. AUDIT COMMITTEE :

As on 31-03-2015, there were 3 members of Audit Committee as under :-

Sr. No. Name of the Member Designation Category

1 Mr. Jayantilal M. Shah Chairman Independent Director

2 Mr. Devanshu L. Gandhi Member Non-Executive and Non- Independent Director

3 Mr. Preet P. Shah# Member Independent Director

# Appointed as a Member of the Audit Committee w.e.f. 31st March, 2015.

Mrs. Niranjana A. Kapadia ceased to be a Member of the Audit Committee w.e.f. 31st March, 2015.

The constitution of the Audit Committee fulfills the requirements of Section 177 of the Companies Act, 2013 and Rules made thereunder. The members of audit committee are financially literate and having accounting or related financial management expertise.

Mrs. Ruchita Gurjar, who is a Company Secretary of the Company, is the Secretary to the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE :

The erstwhile Remuneration Committee of the Directors of the Company was re-constituted and re-nomenclature as a Nomination and Remuneration Committee, at the meeting of Board of Directors held on 29th May, 2014, pursuant to the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder. The Nomination and Remuneration Committee comprises the following Directors of the Company, as on 31st March, 2015, namely:

Sr. No. Name of the Member Designation Category

1 Mr. Jayantilal M. Shah Chairman Independent Director

2 Mr. Devanshu L. Gandhi Member Non-executive and Non- Independent Director

3 Mrs. Niranjana A. Kapadia# Member Independent Director

# Ceased to be a Director and Member of the Nomination and Remuneration Committee w.e.f. 1st April, 2015. The Nomination and Remuneration Committee was re-constituted by the Board at their meeting held on 1st June, 2015 as under :

Sr. No. Name of the Member Designation Category

1 Mr. Jignesh J. Shah Chairman Independent Director

2 Mr. Devanshu L. Gandhi Member Non-executive and Non- Independent Director

3 Mr. Preet P. Shah Member Independent Director

The constitution of Nomination and Remuneration Committee fulfills the requirements of Section 178 of the Companies Act, 2013 and Rules made thereunder.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE :

The erstwhile Share Transfer Committee of the Directors of the Company was re-constituted and re-nomenclature as a Stakeholders' Relationship Committee, at the meeting of Board of Directors held on 29th May, 2014, pursuant to the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder. The Stakeholders' Relationship Committee comprises the following Directors of the Company, as on 31st March, 2015, namely:

Sr. No. Name of the Member Designation Category

1 Mr. Rajesh R. Gandhi Chairman Non-Executive and Non- Independent Director

2 Mr. Devanshu L. Gandhi Member Non-Executive and Non- Independent Director

The constitution of Stakeholders' Relationship Committee fulfills the requirements of Section 178 of the Companies Act, 2013 and Rules made thereunder.

The Committee, inter alia, approves the transfer of Shares, issue of duplicate Share Certificates, splitting and consolidation of Shares etc. The Committee also looks after redressal of Shareholder's complaints like transfer of shares, non-receipt of balance sheet, non-receipt of dividends, etc. The Board of Directors has delegated the power of approving transfer of Shares etc. to the Stakeholders' Relationship Committee.

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 Rules made thereunder, 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 - IV".

NUMBER OF BOARD MEETINGS :

During the year under review, six Meetings of Board of Directors were held on 29-05-2014 (Original and Adjourned), 14-08-2014, 21-10-2014, 15-11-2014, 17-02-2015 and 31-03-2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of Conservation of Energy and Technology Absorption are not required to provide as the provisions of Section 134(1)(m) are not applicable to the Company due to the nature of the Company's business operations, being Marketing Company.

There is no any Foreign Exchange Earnings during the year under review. However, there was Foreign Exchange outgo of Rs. 1.87 lacs during the year under review.

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. 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 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.

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, 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 - V to this 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 BSE Limited (BSE) (Scrip Code - 519152).

The Company confirms that it has paid Annual Listing Fees due to the BSE Limited upto the Financial Year -2015- 2016.

DEPOSITORY SYSTEM:

Your Company has established electronic connectivity with the Depositories, NSDL and CDSL. In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Company's shares on NSDL and CDSL as aforesaid.

The ISIN number allotted to the Company is INE693D01018.

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 - VI.

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 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.

* 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.

INSURANCE:

All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and other insurable interest are adequately insured.

TRADE RELATIONS :

The Board desires to place on record its appreciation of the support and co-operation that your Company received from Distributors, Dealers, Stockiest, C&F Agents, Retailers and all others associated with your Company. It will be your Company's continued endeavor to build and nurture strong links with the trade, based on mutuality, respect and co-operation and consistent with the consumer interest.

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.

Date : 13th August, 2015. By Order of the Board of Directors Place : Ahmedabad. RAJESH R. GANDHI CHAIRMAN

DEVANSHU L. GANDHI DIRECTOR


Mar 31, 2014

The members,

VADILAL ENTERPRISES 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, 2014.

FINANCIAL RESULTS (Rs in Lacs)

Sr. Particulars Year ended Year ended No. 31-03-2014 31-03-2013

(a) Earning before Interest, Tax, Depreciation and Amortization 601.44 586.41

(b) Finance Cost 148.57 119.01

(c) Depreciation & Amortization Expense 540.13 459.90

(Net off Depreciation '' 4.09 lacs (P.Y. '' Nil) excess provided in earlier year)

(d) Profit/(Loss) before Tax (87.26) 7.50

(e) Tax Expense

— Current Tax 0.00 22.24

— Deferred Tax (Reversed) (17.81) (19.83)

— Income Tax written off / (written back) of (8.90) (2.11) earlier years

Total Tax: (26.71) 0.30

(f) Profit/(Loss) for the year (60.55) 7.20

(i) Surplus in the statement of Profit & Loss:

Balance brought forward from the last year 66.23 76.14

Add: Profit/(Loss) after tax for the year (60.55) 7.20

Add: Amount transferred from General Reserve 2.39 0.00

Less : Appropriation

— Proposed Equity Dividend (amount per share Re. 0.80, previous year Rs. 1.20) 6.90 10.35

— Tax on proposed Equity Dividend 1.17 1.76

— Transfer to General Reserve 0.00 5.00

0.00 66.23

TURNOVER & PROFITS

Inspite of stiff competition in the market particularly in Ice-Cream business during the year under review, your Company has earned Revenue from Operations (Net) of Rs. 36654.09 lacs as compared to Revenue from Operations (Net) of Rs. 33738.07 lacs achieved during the previous year ended on 31st March, 2013.

Your Company has earned the earnings before interest, tax, depreciation and amortization of Rs. 601.44 lacs as compared to Rs. 586.41 lacs earned during the previous year ended on 31st March, 2013. Your Company has incurred loss of Rs. 60.55 lacs during the year under review as compared to profit of Rs. 7.20 lacs earned during the previous year ended on 31st March, 2013.

DIVIDEND:

The Directors have recommended dividend of Rs. 0.80/- per share (@ 8.00%) on 8,62,668 Equity Shares of Rs.10/- each of the Company for the financial year ended on 31st March, 2014 as compared to 12.00% dividend declared in the previous financial year ended on 31st March, 2013. This will absorb Rs. 6.90 lacs. The corporate dividend tax payable by the Company on the said dividend will be Rs.1.17 lacs. If approved, the dividend will be paid without deduction of tax at source to the shareholders.

OPERATIONS - MARKETING FOCUS:

ICE-CREAM DIVISION:

INDUSTRY STRUCTURE & DEVELOPMENT, BUSINESS OVERVIEW & SUSTAINABLE GROWTH OPPORTUNITIES:

Milk and milk based products are a part of staple diet in India. Indian Ice-cream market is estimated to be around Rs 4000 crores out of which over 40 percent belongs to the organized sector, growing at 20% YoY. There are about big and medium, 7000 ice-cream companies in India and innumerable small and seasonal companies doing business. India is also one of the fastest growing countries in ice-cream production and consumption.

Increasing urbanization, rising disposable incomes and increasing "out of home food" consumption coupled with the ever increasing food variety available in the markets closer to home; are some of the reasons fueling the Ice-cream segment. The Company works to deliver the best tasting products and continuously improve ice-cream range for nutritional profile and benefits. Since the inception, the Company has been committed towards delivering the best quality products at affordable prices conveniently within reach of the consumers.

Apart from the retail chain of ice-cream under the Happinezz brand name, Vadilal has also started exclusive parlors in two formats: Scoop Shop and Hangout. These formats offer a contemporary trendy range of Premium Ice-creams and Concoctions in a very chic ambience. The purpose of launching these two formats is to present the brand in a very contemporary and modern way. It is in line with our efforts towards shifting the brands epicenter from Mass to mass premium.

In terms of marketing, the Company ensures maximum reach through an optimum mix of ATL and BTL activities. The Company utilize various communication touch points like Retail, Outdoor, Print, TV, Internet, etc to get the brand message across. This year also the Company has a 360 degree marketing plan. However, the advertising budgets are more skewed towards television as Vadilal has a nation wide reach now. In terms of the consumer engagement initiative, Vadilal Freeze the Moment contest Calendar launched in 2012 has become a successful annual event: eagerly awaited by consumers. Apart from traditional mediums, the Company is also enjoying commendable brand presence and preference in the Digital world also. Since the brand enjoys unprecedent trust since 1906, the Company ensures that the evolution of brand personality does not tamper the core personality traits. And even though the brand adopts modern look as per the changing times and the taste of consumers, the brand integrity is intact.

In terms of sales promotions, the Company is constantly engaging trade patrons through various schemes. And the Company also do consumer promotional activities from time to time. Just to give an example, last year, the Company had a "surprise gift" available with each candy of Ice Trooper which is delighting young customers now also.

AWARDS WON BY VADILAL YEAR BY YEAR:

Vadilal has won 22 awards over 3 consecutive years : 2008 , 2009 & 2010 at ''The 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, Vadilal has 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 Vadilal among the "Top 20 Food" brands in India.

FUTURE STRATEGY:

The Company aims to increase the per capita consumption of Ice-creams in India through various initiatives in product development, marketing, distribution and trade promotions.

As the Indian market place evolves, the Company too plans to enhance the Vadilal Ice-cream experience through its parlor chain of Vadilal Hangouts and Vadilal Scoop Shops. The Company would increase the customistaion level and also foray into the Online Market space. Further, the Company would consolidate its brand positioning in the "premium" and "super premium" segment. The Company plans to increase its share in the "Premium" ice-cream segment to 30% in the coming year.

Processed Food Division - Domestic:

"Vadilal Quick Treat" brand is moving in a very organized manner with initial focused objective of increasing the awareness and distribution in the domestic market. The opening of newer markets is a simultaneous process, while increasing the awareness and consumption in the existing market is the priority. In India, frozen food market is still at the nascent stage. Consumers are still apprehensive about consuming frozen food. They have health, usage of preservative, and storage related perceptions that act as hurdles to the growth of the category.

However, the brand has been able to find a successful footing in Gujarat with its Processed Foods products like mango pulp, IQF green peas, sweet corn and other vegetables. With its frozen range of IQF vegetables and Ready -to-Eat (RTE) and Ready-to- Serve (RTS) products, Vadilal has been operational in the states of Rajasthan and Maharashtra besides Gujarat. In the year, it has started distribution in Delhi, Uttar Pradesh and Madhya Pradesh. This is in addition to increased penetration in Maharashtra. The next phase includes Punjab and few places in south India. With the increased awareness about frozen food the brand aspire to be present at every nook and corner of the county.

FINANCE :

During the year under review, M/s. Tata Capital Financial Services Ltd. has disbursed balance amount of Rs. 172.12 Lacs towards purchase of Deep Freeze Machines. The Company is also enjoying existing Working Capital Facility & Term Loan Facility from Bank of India with aggregate limit of Rs.10.72 Crores. During the year under review, the company has made regular repayment of Loan & interest and there is no any overdue payment to Banks and FIs.

In terms of the provisions of Investor Education and Protection Fund Rules, 2001 (IEPF), the Company has transferred the unclaimed interest on Fixed Deposit of Rs.687/- for the financial year ended on 31st March, 2007 to IEPF established by the Government of India under Section 205C(1) of the Companies Act, 1956.

FIXED DEPOSITS :

The Company has no overdue deposits outstanding other than those unclaimed of Rs.1.50 lacs as on 31st March, 2014. The Company has accepted fixed deposits of Rs. 66.54 lacs from the Public and Rs. 23.62 lacs from the Shareholders during the year 2013-2014, 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.163.09 lacs.

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 :

1. 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;

2. 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;

3. 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;

4. that they have prepared the Annual Accounts on a going concern basis.

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 Employees Benefit, Foreign Currency Transaction, Related Party Transactions, Taxes on Income and Expenses, Calculation of EPS, etc.

DEPOSITORY SYSTEM:

Your Company has established electronic connectivity with the Depositories, NSDL and CDSL. In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Company''s shares on NSDL and CDSL as aforesaid.

The ISIN number allotted to the Company is INE693D01018.

INSURANCE :

All insurable interests of the Company including inventories, plant and machinery, vehicles 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 at the Bombay Stock Exchange Limited.

The Company confirms that it has paid Annual Listing Fees due to the Bombay Stock Exchange Limited upto the Financial Year 2014-2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars relating to Conservation of Energy and Technology Absorption are not given, as it appears that the Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 is not applicable to the Company due to the nature of the Company''s business operations, being Marketing Company.

There is no any Foreign Exchange Earnings during the year under review. However, there was Foreign Exchange outgo of Rs. 0.15 lacs during the year under review.

DIRECTORS :

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Rajesh R. Gandhi, Director 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 a 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 1 of 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. Jayantilal M. Shah and Mrs. Niranjana A. Kapadia, 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 the candidature of Mr. Jayantilal M. Shah and Mrs. Niranjana A. Kapadia for appointment as Independent Directors of the Company. The aforesaid Independent Directors, if appointed, shall hold office for a term of 5 (five) consecutive years upto the conclusion of the 34th Annual General Meeting of the Company in the calendar year 2019.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not applicable to the Company, since none of the employees of the Company, including Managing Director, was in receipt of total remuneration of Rs.60,00,000/- p.a. or Rs.5,00,000/- p.m. during the year under review.

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 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.

TRADE RELATIONS :

The Board desires to place on record its appreciation of the support and co-operation that your Company received from Distributors, Dealers, Stockiest, C&F Agents, Retailers and all others associated with your Company. It will be your Company''s continued endeavor to build and nurture strong links with the trade, based on mutuality, respect and co- operation and consistent with the consumer interest.

ACKNOWLEDGMENTS :

The Board wishes to place on record its gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Board of Directors is overwhelmed with dedicated and sincere services of the employees of the Company at all levels. The Company would make every effort to meet the aspirations of its Shareholders and wish to sincerely thank the Shareholders for their whole hearted co-operation and support at all times.

By Order of the Board of Directors RAJESH R. GANDHI Chairman

DEVANSHU L. GANDHI Director Date : 14th August, 2014 Place : Ahmedabad


Mar 31, 2012

To, The members of VADILAL ENTERPRISES 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, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Sr. Particulars Year ended Year ended No. 31-03-2012 31-03-2011

(a) Earning before Interest, Tax, Depreciation and Amortization 582.50 532.67

(b) Finance Cost 101.20 55.54

(c) Depreciation & Amortization Expense 369.82 350.55

(d) Profit before Exceptional item and Tax 111.48 126.58

(e) Exceptional Items (24.23) 0.00

(f) Profit before Tax 135.71 126.58

(g) Tax Expense

- Current Tax 61.40 85.50

- Deferred Tax (23.37) (34.72)

- Income Tax written off / (written back) 2.04 (7.12)

Total Tax: 40.07 43.66

(h) Profit for the year 95.64 82.92

(i) Surplus in the statement of Profit & Loss:

Balance brought forward from the last year 74.19 68.30

Add : Profit after tax for the year 95.64 82.92

Less : Appropriation

- Proposed Equity Dividend (amount per share Rs.1.20) 10.35 10.35

- Tax on proposed Equity Dividend 1.68 1.68

- Transfer to General Reserve 81.66 65.00

Net Surplus in the statement of Profit and Loss: 76.14 74.19

TURNOVER & PROFITS

Inspite of stiff competition in the market particularly in Ice-Cream business during the year under review, your Company has earned revenue from operations (Net) of Rs. 29377.31 lacs as compared to revenue from operations (Net) of Rs.24512.32 lacs earned during the previous year ended on 31st March, 2011.

Your Company has earned the earnings before interest, tax, depreciation and amortization of Rs.582.50 lacs as compared to Rs. 532.67 lacs earned during the previous year ended on 31st March, 2011. Your Company has earned the profit of Rs. 95.64 lacs during the year under review as compared to profit of Rs.82.92 lacs earned during the previous year ended on 31st March, 2011.

DIVIDEND:

The Directors have recommended dividend of Rs.1.20/- per share (@12.00%) on 8,62,668 Equity Shares of Rs. 10/- each of the Company for the financial year ended on 31st March, 2012 as compared to 12.00% dividend declared in the previous financial year ended on 31st March, 2011. This will absorb Rs.10.35 lacs. The corporate dividend tax payable by the Company on the said dividend will be Rs.1.68 lacs.

If approved, the dividend will be paid without deduction of tax at source to those shareholders whose names appear in the Register of Members of the Company as on 13th September, 2012.

OPERATIONS - MARKETING FOCUS: ICE-CREAM DIVISION:

INDUSTRY STRUCTURE & DEVELOPMENT, BUSINESS OVERVIEW & SUSTAINABLE GROWTH OPPORTUNITIES:

India is the largest milk producer in the world with an estimated annual production of more than 100 million tons of ice- creams per year. Considering Indian economy's quantum growth in recent years, ice-cream market is also zooming at new horizons. Total Indian Market size is estimated approx. Rs.2500 crores, with the organized sector market estimated at Rs.2000 crores. There is a huge untapped potential of specialized Ice-cream outlets at malls and other public flow areas-major city points where people used to visit very frequently. The franchisee based parlors' concept is also getting tremendous response.

The industry structure and ongoing transformation offers opportunities for organized players to invest and grow. Vadilal Ice- cream division has shown a sustainable annual growth consistently.

The Company has undertaken an aggressive campaign on all fronts to increase the over-all market share as well as capture a larger pie of the premium ice- cream market. New mega brands, installation of latest state-of-the-art machines, aggressive advertising and significant expansion in production facilities will combine to make the Company an even stronger force to reckon with in the domestic ice-cream market.

After a lot of research and strategic thinking, the company embarked on the journey to create a completely new range of products to delight its most important consumer segment : KIDS. Vadilal has launched a myriad range of products in delightful shapes, colors and flavors under the umbrella brand of 'Ice Trooper'.

In terms of ice cream scoops, Vadilal recently launched flavours like Praline N Creme, Golden Ribbon, Silk Chocolate, Kiwi Queen, Chocolate Peanut, Pina Lemon and Mango Marvel to give Indian consumers a feel of the international ice cream eating experience. Golden Ribbon, Silk Chocolate and Praline N Creme are also available in the Gourmet tub range. In take-home category, the company recently introduced 2 litre party packs to cater to the bulk demand with regard to the home consumption category.

The company has been dominating market because of its strong brand identity, good product quality, timely supply and extensive reach. A major success factor has been its ability to cater to different market segments through multiple product ranges.

AWARDS WON BY VADILAL YEAR BY YEAR:

Vadilal has won 22 awards over last 3 consecutive years at 'The Great Indian Ice Cream Contest" organised by the Indian Dairy Association. Like past 2 years, in 2010 also awards galore for Vadilal Ice-creams with 8 awards by esteemed IDA. 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).

FUTURE STRATEGY:

The Company primarily focuses on increasing the ice cream consumption by continuously offering novel products at affordable rates. The Company is committed in eliminating the barriers for availability of ice cream with focused distribution & franchising new Happinezz parlors across India.

For that purpose, the Company will continue with its market expansion and penetration plans. The Company will be consolidating its strong foothold in the market by reaching out to new territories as well as increasing the retail density as well. The addition of imported extrusion machines has created the Company's stronger hold in market.

The company has a very strong distribution network of Retailers, Stock Keeping Units, Distributors, C&F Agents and Vehicles, for delivery of ice-creams. The company plans to focus more on the exclusive ice-cream boutiques "Happinezz Parlors". Here, the Company achieved good success with various formats of Shops, Open & Close Kiosks. Through the kiosk format the Company plans to increase Happinezz presence strongly in modern retail. Also, the Company plans to continue with the strategy of doubling the number of Happinezz parlors year on year.

The overall vision of the company is to increase the consumption of ice-cream at national level supported fully by appropriate promotion and market communication strategies. Here, the basic focus has been in brand building coupled with quality products & services. This year, the Company has launched mega brand Ice Trooper. Last years Vadilal made a strong foray into the premium and youth segment. This year, the company strengthened its presence among most important consumer segmement: kids.In future, the Company wants to consolidate the same with more variants and flavors.

Processed Food Division - Domestic:

The year 2011 -2012 was another successful year for the company's processed food division - domestic. The division has established its existence in new territories like Uttar Pradesh & Chhattisgarh. The division has also introduced new products like Frozen Spring Roll, Wraps, and Garlic Clove. The division is also keen to establish itself well in other territories of India.

By appointing many new distributors, Vadilal has extended its market reach with its strong supply chain network. Moreover, this year Vadilal aggressively entered into many big format Modern Trade stores to showcase presence at every hyper, super markets and cash & carry stores.

Vadilal's participation in exhibition & PR activities at right time catches the eyeballs of many shoppers & helped to increase brand recall value. Furthermore, strategic marketing, branding & PR activities would be carried out to get a hold on market like participation in national level exhibition, ATL and BTL activities.

Transfer of Forex Advisory Division :

The Forex Advisory Division of the Company, comprising Forex Advisory and Exposure Management Services, LME Based Metal and Bullion Advisory Services, was transferred, on a going concern basis, by way of slump sale, alongwith all its

Assets, Liabilities, Employees and others, to Vadilal Forex and Consultancy Services Limited (formerly known as Vadilal Happinezz Parlour Limited), w.e.f. 1st April, 2012.

The proposal for the aforesaid transfer of the Forex Advisory Division of the Company, was approved by the shareholders of the Company, by passing an Ordinary Resolution under Section 293(1)(a) read with Section 192A of the Companies Act, 1956, on 14th October, 2011, by way of a Postal Ballot process pursuant to the provisions of the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011.

For this purpose, a Deed of Assignment for transferring the aforesaid Forex Advisory Division of the Company has been duly executed between the Company and Vadilal Forex and Consultancy Services Limited, on 31st March, 2012.

FINANCE :

During the year under review, the Company has availed Short Term Loan of Rs. 3.00 Crores from Bank of India, Ahmedabad Mid Corporate Branch, for the purpose of purchase of Deep Freeze Machines, Freezer on Wheels etc. The Company is already availing Working Capital facilities and Term Loan from Bank of India.

In terms of the provisions of Investor Education and Protection Fund Rules, 2001 (IEPF), the Company has transferred the unclaimed interest on Fixed Deposit of Rs. 452/- for the financial year ended on 31st March, 2005 to the Investor Education and Protection Fund established by the Government of India under Section 205C(1) of the Companies Act, 1956.

FIXED DEPOSITS :

The Company has no overdue deposits outstanding other than those unclaimed of Rs.8.29 lacs as on 31st March, 2012. Out of the said unclaimed deposits, as on date of this report, the deposits aggregating Rs. 0.09 lacs thereof have been claimed and either paid or renewed. The Company has accepted fixed deposits of Rs. 76.06 lacs from the Public and Rs. 3.25 lacs from the Shareholders during the year - 2011 -2012, 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, 2012 stood at Rs. 117.21 lacs.

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 :

1. 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;

2. 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;

3. 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;

4. that they have prepared the Annual Accounts on a going concern basis.

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 Employees Benefit, Foreign Currency Transaction, Related Party Transactions, Taxes on Income, Calculation of EPS, etc.

DEPOSITORY SYSTEM:

Your Company has established electronic connectivity with the Depositories, NSDL and CDSL. In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company's shares on NSDL and CDSL as aforesaid.

The ISIN number allotted to the Company is INE693D01018.

INSURANCE :

All insurable interests of the Company including inventories, plant and machinery, vehicles 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 Bombay Stock Exchange Limited. The company's shares were also listed at the Ahmedbad Stock Exchange Ltd. till 30th July, 2012.

The Company confirms that it has paid Annual Listing Fees due to the above Stock Exchanges upto the Financial Year - 2012-2013.

DELISTING AT AHMEDBAD STOCK EXCHANGE LTD.

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 862668 Equity Shares of Rs. 10/- each of the Company from the Ahmedabad Stock Exchange Limited. On applicaion of the Company the Ahmedabad Stock Exchange Limited has, vide its letter dated 31st July, 2012 approved the delisting of the aforesaid equity shares 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 Bombay Stock Exchange Limited, which is having nation wide terminal.

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

Particulars relating to Conservation of Energy and Technology Absorption are not given, as it appears that the Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 is not applicable to the Company due to the nature of the Company's business operations, being Marketing Company.

There is no Foreign Exchange Earnings during the year under review. However, there was Foreign Exchange outgo of Rs. 2.86 lacs during the year under review.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rajesh R. Gandhi and Mr. Devanshu L. Gandhi, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. 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.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not applicable to the Company, since none of the employees of the Company, including Managing Director, was in receipt of total remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. during the year under review.

AUDITORS

M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (Registration No. 104744W) hold office as Statutory Auditors of the Company until the conclusion of this Annual General Meeting and the Board recommends their re-appointment till the conclusion of the next Annual General Meeting. The Company has received a certificate from Auditors under Section 224(1) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Act. Members are requested to consider their re-appointment as Statutory Auditors of the Company for the current year at a remuneration to be decided by the Board of Directors.

TRADE RELATIONS

The Board desires to place on record its appreciation of the support and co-operation that your Company received from Distributors, Dealers, Stockiest, C&F Agents, Retailers and all others associated with your Company. It will be your Company's continued endeavor to build and nurture strong links with the trade, based on mutuality, respect and co- operation and consistent with the consumer interest.

ACKNOWLEDGMENTS

The Board wishes to place on record its gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Board of Directors is overwhelmed with dedicated and sincere services of the employees of the Company at all levels.

The Company would make every effort to meet the aspirations of its Shareholders and wish to sincerely thank the Shareholders for their whole hearted co-operation and support at all times.

By Order of the Board of Directors

RAJESH R. GANDHI

Director

DEVANSHU L. GANDHI

Director

Date : 13th August, 2012

Place : Ahmedabad

 
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