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Notes to Accounts of Vadilal Enterprises Ltd.

Mar 31, 2016

1. Term Loan from Bank of India is secured on 1st charge by hypothecation on (i) movable assets of the Company such as Deep Freeze Machines, Refrigerated vehicles, FOW, Push Carts, Tricycles, etc., (ii) stocks of the Company, such as Ice-cream, Mango Pulp, Mango Juice, Frozen Fruits and Vegetables, (iii) Book Debts and Receivables of the Company. The Term Loan is also secured on 2nd charge by hypothecation on specific equipments and machineries financed by Tata Capital Financial Services Limited. The Term Loan is also secured on 1st charge by equitable mortgage by simple deposit of Title Deeds in respect of immovable properties of the Company i.e. 1 st Floor of Vadilal House situated at Shrimali Society, Navrangpura, Ahmedabad.

2. Term Loan from Tata Capital Financial Services Limited is secured on 2nd charge by hypothecation on (i) movable assets of the Company such as Deep Freeze Machines, Refrigerated vehicles, FOW, Push Carts, Tricycles, etc., (ii) stocks of the Company, such as Ice-cream, Mango Pulp, Mango Juice, Frozen Fruits and Vegetables, (iii) Book Debts and Receivables of the Company. The Term Loan is also secured on 1 st charge by hypothecation on specific equipments and machineries financed by Tata Capital Financial Services Limited. The Term Loan is also secured on 2nd charge by equitable mortgage by simple deposit of Title Deeds in respect of immovable properties of the Company i.e. 1st Floor of Vadilal House situated at Shrimali Society, Navrangpura, Ahmedabad.

3. Car Loans from HDFC Bank Limited are secured against Hypothecation of specific vehicles of the Company.

4. Equipment lease and financing transactions for SAP project forRs.2 crores availed by the Company from IBM India Pvt. Ltd., Bangalore is guaranteed by some of the Directors and Group Company.

5. Vehicles amounting to Rs.35.39 lacs (P.Y. Rs.35.39 lacs) are held in the Name of Directors of the company.

6. Gross Block ofRs.8631.04 lacs (P.Y.Rs.7294.90 lacs) and Depreciation up to 31 -03-16 ofRs.4162.02 lacs (P.Y. Rs.3871.52 lacs) include amount ofRs.1282.75 lacs (P.Y.Rs.1258.01 lacs) which represents Fixed Assets fully depreciated and Net Block value of respective fixed assets is Rs.NIL (P.Y.Rs.NIL).Deduction in Gross Block and in Depreciation include written off Deep Freeze Machine & Freezers on Wheels amounting to Rs.440.80 lacs and Rs.391.23 lacs respectively.

7. Plant & Machinery includes Deep Freeze Machine & Freezers on Wheels given on cancellable operating lease. Gross .....Rs.4171.52 lacs (P.Y. Rs.3025.46 lacs) Accumulated Depreciation Rs.878.64 lacs (P.Y.Rs.838.74 lacs) Net Carrying AmountRs.3292.88 lacs (P.Y. Rs.2186.72 lacs)

8. Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II ,except in respect of certain assets as disclosed in Accounting Policy on Depreciation, Amortization. Accordingly the unamortized carrying value is being depreciated/amortized over the revised/remaining useful lives. The written down value of Fixed Assets whose live have expired as at 1 st April 2014 have been adjusted net of deferred tax, in the opening balance of General Reserve amounting to Rs.NIL (P.Y. Rs.52.40 lacs)

9. Deep Freeze Machine & Freezers on Wheels purchased & returned back to the Vendor during the year ofRs.2.90 Lacs is shown Net off in addition of Plant & Machineries during the year ofRs.1837.30 Lacs.

10. Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation. Any adjustments, if required, would be made at the time of reconciliation/settlement of the Accounts.

11. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2016. Hence, the information required under the Micro, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

12. REMUNERATION TO CHAIRMAN & MANAGING DIRECTOR

Salaries, wages, allowances, Bonus etc includesRs.NIL towards managerial remuneration.

13. The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to “Government Administrated Provident Fund” are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan, and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plans is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

14. Related Party Transactions as per Accounting Standard 18:

15. Name of related party and description of relationship with whom transactions taken place.

16. Group of Individuals having significant influence over the company & relatives of such individuals.

17. Rajesh R. Gandhi

18. Devanshu L. Gandhi

19. Nija K. Gandhi

20. Director’s Sitting fees is shown separately in accounts.

21. Figures in bracket relates to previous year.

22. Transaction of Purchase / Sales are shown net of VAT/CST and Outstanding of Trade Payables / Receivable are inclusive of VAT / CST

23. Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable as the company’s primary segment is food products which is Ice Cream/Frozen Dessert, Process Food, Flavored Milk & Dairy Products which mainly have similar risk & return. Similarly, as the company sells its products in India there are no reportable geographical Segments.

24. Operating Leases as per Accounting Standard 19:

25. The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The company has given refundable interest free security deposits under certain agreements.

26. Lease payments are recognized as expense in the Statement of Profit & Loss under “Other Expenses” in Note 25.

27. Earning per share as per Accounting Standard 20:

28. The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

29. The weighted average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).

30. Previous year’s figures have been regrouped wherever necessary to make them comparable with figures of the current year.


Mar 31, 2015

Note No.1.

Company Information

Vadilal Enterprise Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay stock exchange in India. The Company is engaged in the marketing and distribution of the Ice cream and frozen deaserts and Process food products of the brand "Vadilal" all over India except Ice cream and frozen desserts in Maharashtra, Goa, Karnataka, Kerala & Andhra Pradesh.

Note No.2

Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The company declares & pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General meeting. During the year ended 31 March 2015,the amount of per share dividend recognized as distributions to equity shareholders was Rs. 0.80 (P.Y.Rs.0.80)

In the event of liquidation of the company,the holders of equity shares will be entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be distributed in the number of equity shares held by the shareholders.

The company does not have any holding company.

The company has not issued any bonus shares,or shares for consideration other than cash or bought back equity shares during the year or for the period of five years immediately preceding the date of balance sheet.

Note No.3

(i) (Secured on 1st charge by hypothecation on (i) movable assets of the company such as Deep Freeze Machines, Refrigerated Vehicles,FOW, Push Carts,Tricycles etc.(ii) stocks of the company, such as Ice-Cream, Mango Pulp, Mango Juice, Frozen Fruits & Vegetables (iii) Book Debts and Receivables of the company. Also secured on 2nd charge by hypothecation on specific equipments and machineries financed by Tata Capital Financial Services Ltd.)

(Also Secured on 1st charge by Equitable Mortgage by simple deposit of Title Deeds in respect of immovable properties of the company I.e.First Floor of Vadilal House situated at Shrimali Soc.,Navrangpura, Ahmedabad) (Guaranteed by some of the Directors & group Company)

(ii) Car loans are secured against hypothication of specific vehicles of the Company.

(iii) (Guaranteed by some of the Directors and a group company)

(iv) (Secured on 2nd charge by hypothecation on (i) movable assets of the company such as Deep Freeze Machines, Refrigerated vehicles,FOW, Pushcarts,Tricycles etc. (ii) stocks of the company, such as Ice-Cream, Mango Pulp, Mango Juice,Frozen Fruits & Vegetables,(iii) Book Debts and Receivables of the Company. Also secured on 1st charge by hypothecation on specific equipments and machineries financed by Tata Capital Financial Services Ltd.

Note No.4

CONTINGENT LIABILITIES NOT PROVIDED FOR :

As on As on 31-03-2015 31-03-2014 (Rs. In Lacs) (Rs. In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For. (net of advances) 1524.46 758.20

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax 124.82 63.38

(ii) Others 35.20 35.21

(iii) Income Tax 57.46 08.89

(c) Guarantees given by the company against Term Loans given to company 800.00 800.00

in which Directors are interested Outstanding against this as at 31.03.2015 85.75 200.03

Note : Future Cash outflows in respect of 27.1 (b) above depends on ultimate settlement / conclusions with the relevant authorities.

Note No. 5

Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation. Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

Note No. 6

Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2015. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

Note No. 7

REMUNERATION TO CHAIRMAN & MANAGING DIRECTOR:

Salaries,Wages, Allowances, Bonus etc. includes Rs. Nil towards managerial remuneration.

Note No. 8

MAT CREDIT ENTITLEMENT:

On the basis of projection for future profit, the company project, to pay normal income tax within specified period. Based on this assumption the company has taken MAT Credit of Rs. 9.35 Lacs (P.Y. NIL) and deducted from tax provision made during the year and shown as MAT credit entitlement of total amounting to Rs. 9.35 Lacs as on 31.03.2015 (P.Y. Rs. NIL)

Note No. 9

Disclosure under Accounting Standards

Note No. 10

Disclosure as per Accounting Standard 15 (Revised) Employee Benefits:

(i) Defined Contribution Plans:

Amount of Rs. 64.91/- Lacs (P.Y. Rs. 60.43/-Lacs) is recognised as expenses and included in Employee Benefit Expenses" (Note 24) in the statement of Profit and Loss.

(ii) Defined Benefit Plans:

i) The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to "Government Administrated Provident Fund" are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan, and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plans is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

Note No. 11

Related Party Transactions as per Accounting Standard 18:

A) Name of related party and description of relationship with whom transactions taken place.

1) Group of Individuals having significant influence over the company & relatives of such individuals.

a) Devanshu L. Gandhi

b) Rajesh R. Gandhi

c) Virendra R. Gandhi

d) Nija K.Gandhi

e) Ashtha R. Gandhi

2) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Forex Consultancy Services Ltd.

e) Vadilal Marketing Private Ltd.

f) Valiant Construction Pvt. Ltd.

Note No. 12

Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment of other trading operations in food products does not exceed 10% of total revenue. Similarly as company sells its products in India there are no reportable geographical Segments.

Note No. 13

Operating Leases as per Accounting Standard 19:

(a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Statement of Profit & Loss under "Other Expenses" in Note 25"

Note No. 14

Earning per share as per Accounting Standard 20:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted Rs. 8,62,668 (P.Y. Rs. 8,62,668).

Note No. 15

Previous year's figures have been regrouped wherever necessary to make them comparable with figures of the current year.


Mar 31, 2014

Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The company declares & pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General meeting.

During the year ended 31 March 2014, the amount of per share dividend recognized as distributions to equity shareholders was Rs.0.80 (P.Y.Rs. 1.2)

In the event of liquidation of the company,the holders of equity shares will be entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be distributed in the number of equity shares held by the shareholders.

The company does not have any holding company.

The company has not issued any bonus shares,or shares for consideration other than cash or bought back equity shares during the year or for the period of five years immediately preceding the date of balance sheet.

Details of shareholders holding more than 5 % shares in the company.

As per records of the company,including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

* Each EMI includes interest portion also.

(i) (Secured on 1st charge by hypothecation on movable assets of the company such as Deep Freeze Machines, Refrigerator Vehicles,FOW, Push Carts,Tricycles etc. and also secured on 2nd charge by hypothecation on current assets of the company namely;stock such as Ice-Cream,Mango Pulp,Mango Juice,Frozen ,Fruits & Vegetables etc.) (Also Secured by Equitable Mortgage by simple deposit of Title Deeds in respect of immovable property of the company I.e. First Floor of Vadilal House situated at Shrimali Soc.,Navrangpura, Ahmedabad)

(Guaranteed by some of the Directors and a group company )

(ii) Car loans are secured against hypothication of specific vehicles of the Company.

(iii) (Guaranteed by some of the Directors and a group company )

(iv) (1st and exclusive charge of equipments purchased/to be purchased out of TCFSL Fund.)

(Guaranteed by some of the Directors and a group company )

As on As on 31-03-2014 31-03-2013 (Rs In Lacs) (Rs In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For. (net of advances) 758.20 184.25

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax 63.38 63.38

(ii) Others 35.21 20.29

(iii) Income Tax 8.89 12.87

(c) Guarantees given by the company against Term Loans given to company in which Directors are interested 800.00 800.00

Outstanding against this as at 31.03.2014 200.03 314.31

Note : Future Cash outflows in respect of 27.1 (b) above depends on ultimate settlement/conclusions with the relevant authorities.

1.2. Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation.Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

1.3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2014. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

1.4 Short Term Loans & Advances includes Loan of Rs.1272.79 Lacs given to party and Other Current Assets includes interest receivable Rs.133.46 lacs on account of interest income accounted during the year on said loan, where confirmation of the party is pending. Subsequent to the year end, pursuant to the agreement, the company has assigned the abovementioned both outstanding amount by way of assignment to a third Party, with all rights, and the same amounts have been paid by the assignee.

1.5.REMUNERATION TO CHAIRMAN & MANAGING DIRECTOR:

Salaries,Wages, Allowances, Bonus etc.includes Rs.Nil towards managerial remuneration as under :-

As the future liability for Gratuity and leave encashment is provided on acturial basis for the company as a whole,the amount pertaning to directors is not ascertainable and not included above.

2.1 Disclosure as per Accounting Standard 15 (Revised) Employee Benefits:

(i) Defined Contribution Plans:

Amount of Rs.60.43/- Lacs (P.Y. Rs.55.51/- Lacs) is recognised as expenses and included in Employee Benefit Expenses" (Note 24) in the statement of Profit and Loss.

(ii) Defined Benefit Plans:

(a) Changes in present value of defined benefit obligation :

i) The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to "Government Administrated Provident Fund" are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plans is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

2.2 Related Party Transactions as per Accounting Standard 18:

A) Name of related party and description of relationship with whom transactions taken place.

1) Group of Individuals having significant influence over the company & relatives of such individuals.

a) Devanshu L. Gandhi

b) Rajesh R. Gandhi

c) Virendra R. Gandhi

d) Nija K.Gandhi

e) Aastha R. Gandhi

2) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Forex and Consultancy Services Ltd.

a) Payment to key management personnel in form of Managing Director''s remuneration is shown in Note No. 27.5 )

b) Director''s Sitting fees is shown seperately in accounts.

c) Figures in bracket relates to previous year.

d) Transaction of Purchase / Sales are shown net of VAT/CST and Outstanding of Trade Payables / Receivable are inclusive of VAT / CST

2.3 Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment of other trading operations in food products does not exceed 10% of total revenue. Similarly as company sells its products in India there are no reportable geographical Segments.

2.4 Operating Leases as per Accounting Standard 19:

(a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Statement of Profit & Loss under "Other Expenses" in Note 25 "

2.5 Earning per share as per Accounting Standard 20:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).

3. Previous year''s figures have been regrouped wherever necessary to make them comparable with figures of the current year.


Mar 31, 2013

Company Information

Vadilal Enterprise Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay stock exchange & Ahmedabad stock Exchange in India. The Company is engaged in the marketing and distribution of the Ice cream and frozen deaserts and Process food products of the brand "Vadilal" all over India except Ice cream and frozen desserts in Maharashtra, Goa, Karnataka, Kerala & Andhra Pradesh.

1.1.CONTINGENT LIABILITIES NOT PROVIDED FOR :

As on As on 31-03-2013 31-03-2012 ( In Lacs) ( In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For. (net of advances) 184.25 21.27

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax 63.38 56.53

(ii) Others 20.29 20.77

(iii) Income Tax 12.87 20.21

(c) Guarantees given by the company against Term Loans given to company 800.00 800.00 in which Directors are interested

Outstanding against this as at 31.03.2013 314.31 428.59



Note : Future Cash outflows in respect of 1 (b) above depends on ultimate settlement / conclusions with the relevant authorities.

1.2. Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation.Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

1.3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2013. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

2.1 Related Party Transactions as per Accounting Standard 18:

a) Name of related party and description of relationship with whom transactions taken place.

1) Key Management Personnel :

A) Ramchandra R. Gandhi (up to 03-11-2012)

2) Relatives of key Management Personnel :

a) Rajesh R. Gandhi

b) Virendra R. Gandhi

c) Nija K.Gandhi

d) Aastha R. Gandhi

3) Group of Individuals having significant influence over the company & relatives of such individuals. a) Devanshu L. Gandhi

4) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Forex Consultancy Services Ltd.

2.2 Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment of other trading operations in food products does not exceed 10% of total revenue.

Similarly as company sells its products in India there are no reportable geographical Segments.

2.3 Operating Leases as per Accounting Standard 19:

(a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Statement of Profit & Loss on a Straight Line basis over the lease term under "Other Expenses" in Note 24 "

2.4 Earning per share as per Accounting Standard 20:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).

3. Previous year''s figures have been regrouped wherever necessary to make them comparable with figures of the current year.


Mar 31, 2012

Terms/rights attached to equity shares :

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The company declares & pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General meeting.

During the year ended 31 March 2012,the amount of per share dividend recognized as distributions to equity shareholders was Rs.1.2 (P.Y.Rs. 1.2)

In the event of liquidation of the company,the holders of equity shares will be entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be distributed in the number of equity shares held by the shareholders.

The company does not have any holding company.

The company has not issued any bonus shares,or shares for consideration other than cash or bought back equity shares during the year or for the period of five years immediately preceding the date of balance sheet.

* Each EMI includes interest portion also.

(i) ( Secured on 1st charge by hypothecation on movable assets of the company such as Deep Freeze Machines, Refrigerator Vehicles,FOW, Push Carts,Tricycles etc. and also secured on 2nd charge by hypothecation on current assets of the company namely;stock such as Ice-Cream, Mango Pulp, Mango Juice, Frozen Fruits & Vegetables etc.) (Also Secured by Equitable Mortgage by simple deposit of Title Deeds in respect of immovable property of the company i.e.First Floor of Vadilal House situated at Shrimali Soc.,Navrangpura, Ahmedabad)

(Guaranteed by some of the Directors and a Group Company )

(ii) Car loans are secured against hypothecation of specific vehicles of the Company.

[1] Vehicle includes vehicles taken on hire purchase:

Gross Block Rs.41.29/- lacs (P.Y.Rs.41.29/- lacs)

Accumulated Depreciation Rs. 15.48/- lacs (P.Y. Rs. 11.55/- lacs)

Net Carrying Amount Rs.25.81 /- lacs (P.Y. Rs. 29.74/- lacs)

[2] Vehicles includes Vehicles amounting to Rs. 35.39/- Lacs (P.Y. Rs.35.39 /-lacs) which are held in the Name of Directors of the company.

[3] Gross Block of Rs. 4507.43/- lacs (P.Y. Rs. 3966.23/- lacs) and Depreciation up to 31-03-12 of Rs.2670.66/- lacs (P.Y. Rs. 2532.06/-lacs) include amount of Rs.920.48/- lacs (P.Y. Rs. 798.05/- lacs) which represents Fixed Assets fully depreciated and Net Block value of respective fixed assets is Rs. NIL (P.Y. Rs. NIL).

[4] Plant & Machinery includes Deep Freeze Machine & Freezers on Wheels given on operating lease.

Gross Block Rs. 268.71/- lacs (P.Y. Rs. NIL)

Accumulated Depreciation Rs. 17.85/- lacs (P.Y. Rs. NIL)

Net Carrying Amount Rs. 250.86/- lacs (P.Y. Rs. NIL )

Company Information

Vadilal Enterprise Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay stock exchange & Ahmedabad stock Exchange in India. The Company is engaged in the marketing and distribution of the Ice cream and frozen desserts and Process food products of the brand "Vadilal" all over India except Maharashtra, Goa, Karnataka, Kerala & Andhra Pradesh.

CHANGE IN THE ACCOUNTING POLICY

Presentation and disclosure of financial statements:

During the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI dose not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact of presentation and disclosures made in the financial statements. The company has also reclassified the previous year figures in accordance with the requirements applicable in the current year. Additional information to the Financial Statements

1.1. CONTINGENT LIABILITIES NOT PROVIDED FOR:

As on As on 31-03-2012 31-03-2011 (Rs.In Lacs) (Rs.In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For. 21.27 39.27

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax 56.53 31.14

(ii) Others 20.77 20.77

(iii) Income Tax 20.21 20.21

(c) Guarantees given by the company against Term Loans given 800.00 800.00 to company in which Directors are interested Outstanding against this as at 31.03.2012 428.59 542.87

Note: Future Cash outflows in respect of 1 (b) above depend on ultimate settlement / conclusions with the relevant authorities.

1.2. Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation. Any adjustments, if required, would be made at the time of reconciliation/settlement of the Accounts.

1.3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2012. Hence, the information required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

1.4. In pursuance of agreement entered between the Vadilal Enterprise Ltd. and Vadilal forex cons. Services Ltd, dated 31-03-2012, the company has transferred assets and liabilities of forex division of the company to Vadilal forex Consultancy services ltd at an agreed consideration of Rs.120 lacs on March 31, 2012. Surplus of Rs. 24.23 lacs arising on this transfer is shown as exceptional item in statement of Profit and loss of the company.

Note:-Amount not available for Experience adjustment on plan liabilities and on plan Assets as per actuarial certificate for Gratuity Plan up to Previous Years.

(h) The company expects to fund Rs.11.80/- Lacs (P.Y. Rs.10.76 Lacs) towards gratuity plan and Rs. 35.00/- Lacs (P.Y. Rs. 31.69/

- Lacs) towards Provident Fund plan during the year 2012-13.

Notes:

i) The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to "Government Administrated Provident Fund" are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan, and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plans is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

2.1 Related Party Transactions as per Accounting Standard 18:

a) Name of related party and description of relationship with whom transactions taken place.

1) Key Management Personnel:

A) Ramchandra R. Gandhi

2) Relatives of key Management Personnel:

a) Rajesh R. Gandhi

b) Virendra R. Gandhi

c) Nija K.Gandhi

3) Group of Individuals having significant influence over the company & relatives of such individuals. a) Devanshu L. Gandhi

4) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Forex and Consultancy Services Ltd. (Formaly known as Vadilal Hapinezz Parlour Ltd.)

Note :

a) Payment to key management personnel in form of Managing Director's remuneration is shown in Note No. 27.5).

b) Director's Sitting fees is shown seperately in accounts.

c) Figures in bracket relates to previous year.

d) Transaction of Purchase are shown net of VAT/CST and Outstanding of Trade Payables are inclusive of VAT/CST

e) Vadilal Forex and Consultancy Services Ltd. Is earlier as Vadilal Happinezz Parlour Ltd.

2.2 Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of Segment of other trading operations in food products does not exceed 10% of total revenue. Similarly as company sells its products in India there are no reportable geographical Segments.

2.3 Operating Leases as per Accounting Standard 19:

(a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Statement of Profit & Loss on a Straight Line basis over the lease term under "Other Expenses" in Note 24 "

2.4 Earning per share as per Accounting Standard 20:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

b) The weighted average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).


Mar 31, 2011

1. CONTINGENT LIABILITIES NOT PROVIDED FOR :

As on As on

31-03-2011 31-03-2010

(Rs In Lacs) (Rs In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For (net of advances). 214.45 260.85

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax* 31.14 9.52

(ii) Others 20.77 20.77

(iii) Income Tax* 20.21 15.51

(c) Outstanding amount of bills accepted by the company 1106.93 1639.88

(d) Guarantees given by the company against Term Loans 800.00 800.00 given to company in which Directors are interested

Outstanding against this as at 31.03.2011 542.87 685.72

*(Disputed Statutory dues pending at Office of Deputy Commissioner (Appeal)

Note : Future Cash outflows in respect of 1 (b) above depends on ultimate settlement / conclusions with the relevant authorities.

2. Certain balances of debtors, creditors, loans and advances and deposits from dealers/distributors are subject to confirmation. Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2011. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

The Computation of net profit U/s 349 of The Companies Act 1956 is not given as no commission is paid to the Managing Director in view of inadequate profit as per such computation.

4. (a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Profit & Loss Statement on a Straight Line basis over the lease term under "Rent" in Schedule 18 "Selling, Distribution & Other Expenses".

5. Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment other than trading operations in food products does not exceed 10% of total revenue.Similarly as company sells its products in India there are no reportable geographical segments.

6. EARNINGS PER SHARE:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the profit & loss account.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).

7. RELATED PARTY DISCLOSURES:

a) Name of related party and description of relationship with whom transactions taken place.

1) Key Management Personnel

a) Shri Ramchandra R. Gandhi

2) Relative of Key Management Personnel

a) Shri Rajesh R. Gandhi

b) Shri Virendra R. Gandhi

c) Nija K.Gandhi

3) Group of Individuals having significant influence over the company & relatives of such individuals. a) Shri Devanshu L. Gandhi

4) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Hapinezz Parlour Ltd.

Note : a) Payment to key management personnel in form of Managing Director's remuneration is shown in Note No. 4.

b) Sitting fees to the other Directors is disclosed elsewhere in accounts.

c) Figures in bracket relates to previous year.

8. (i) Defined Contribution Plans :

Amount of Rs. 37.41/-Lacs (P.Y. Rs. 26.01/-Lacs) is recognised as expenses and included in "Employee's Expenses" (schedule 17.1) in the Profit and Loss Account.

Note:-Amount not available for Experience adjustment on plan liabilities and on plan Assets as per acturial certificate for Gratuity Plan and Leave Encashment.

(h) The company expects to fund Rs. 5.00/- Lacs (P.Y.Rs. 15.45/- Lacs) towards gratuity plan and Rs.15.00/- Lacs (P.Y.Rs. 9.05/- Lacs) towards Provident Fund plan during the year 2011-12.

Notes: i) The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to "Government Administrated Provident Fund" are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan, and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plan is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

9. Previous year figures have been regrouped/rearranged wherever necessary to make them comparable with current year figures


Mar 31, 2010

1. CONTINGENT LIABILITIES NOT PROVIDED FOR :

As on As on

31-03-2010 31-03-2009

(Rs In Lacs) (Rs In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For (net of advances). 260.85 39.84

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax* 9.52 9.52

(ii) Others 20.77 18.80

(iii) Income Tax* 15.51 28.50

(c) Outstanding amount of bills accepted by the company 1639.88 850.43

(d) Guarantees given by the company against Term Loans 800.00 800.00 given to company in which Directors are interested

Outstanding against this as at 31.03.2010 685.72 800.00

*(Disputed Statutory dues pending at Office of Deputy Commissioner of Tax)

Note : Future Cash outflows in respect of 1 (b) above depends on ultimate settlement / conclusions with the relevant authorities.

2. Certain balances of debtors, creditors, loans and advances and deposits from dealers/distributors are subject to confirmation.Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at31st March 2010. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

4. Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment other than trading operations in food products does not exceed 10% of total revenue.Similarly as company sells its products in India there are no reportable geographical segments.

5. EARNINGS PER SHARE:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the profit & loss account.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y. 8,70,148).

6. RELATED PARTY DISCLOSURES:

a) Name of related party and description of relationship with whom transactions taken place.

1) Key Management Personnel

a) Shri Ramchandra R. Gandhi

2) Relative of Key Management Personnel

a) Shri Rajesh R. Gandhi

b) Shri Virendra R. Gandhi

3) Group of Individuals having significant influence over the company &relatives of such individuals. a) Shri Devanshu L. Gandhi

4) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Hapinezz Parlour Ltd.

7. On technical evalution considering the usage, life and place of display of Glow sign board, the company has from current year decided to treat such Glow sign Boards as advertisement expenses, which hitherto was capitalised.Current year amount charged off as expense under Advertisement, Sales Promotion & Publicity Expenses on account of Glow sign boards purchased during the year amounts to Rs. 128.69 lacs.

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