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Directors Report of Vadilal Dairy International Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the TWENTY SEVENTH Annual Report for the financial year ended on 31st March, 2014.

1. FINANCIAL HIGHLIGHTS: (Rs. in lakhs)

PARTICULARS 2013-2014 2012-2013

Profit Before Depreciation and Financial Charges 123.53 (42.44)

Less: Depreciation 43.01 38.48

Financial Charges 10.14 17.21

Profit before Exceptional Items and Tax 70.38 (98.13)

Exceptional Items - -

Profit Before Tax 70.38 (98.13)

Provision for Deferred Tax (Asset) 28.10 -

Profit After Tax 98.48 (98.13)

Profit/(Loss )brought forward from last year (493.22) (395.09)

Balance of Profit/(Loss) carried to Balance sheet (394.74) (493.22)

2. RESULTS OF OPERATIONS:

The Company achieved the total revenue of Rs. 2634.66 lakhs as against Rs.2459.23 lakhs achieved during the previous year ended on 31st March, 2013.

The Profit for the year was Rs. 98.48 lakhs as against the Loss of Rs.98.13 lakhs during the previous year.

3. Board for Industrial & Financial Reconstruction:

The Company has been declared as a sick unit by BIFR (Board for Industrial & Financial Reconstruction) since 19.06.2000 under Case No.200/1999.The BIFR has sanctioned a Rehabilitation Scheme for the Company (SS-07) vide their Order dated 31.10.2007.This Rehabilitation Scheme is under implementation and with the support of the scheme the Company has generated profit of Rs. 98.48 Lakhs during the year.

The BIFR has granted various reliefs and concessions in its above referred order necessary for rehabilitation of our Company. One of such concessions was granted in the form of exemption from payment of Sales Tax/ VAT for a period of 5 years from cut-off date of the scheme i.e. 31.03.2007 during rehabilitation period. This concession was denied by the Sales Tax Authority of the State Government of Maharashtra during the financial year 2011-12. Against this denial the Company has filed appeal with the BIFR praying to direct the Sales Tax Authorities to grant relief to Our Company. The Final Judgment is yet to be ordered by the BIFR. The Board of the Company is hopeful for a positive order from BIFR.

4. DIVIDEND:

In view of the accumulated losses Directors regret their inability to recommend any dividend for the year.

5. TRANSFER TO RESERVES:

In view of accumulated losses the Company is unable to transfer any amount to the General Reserves.

6. DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Subhashchandra P. Patil, Director of the Company, retire by rotation at this Annual General Meeting, and being eligible, offers himself for re-appointment.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis, despite the fact that the Company''s net worth is still negative. The Company''s Rehabilitation Scheme as sanctioned by BIFR is under implementation. The Directors are very much hopeful that the Company''s performance will improve in the forth coming financial years.

You are aware that the Company is a sick Company and therefore there has been frequent turnover of the required personnel. Further despite the Companies efforts to employ whole time Company Secretary, it is unable to employ qualified Company secretary as per the provisions of Section 203 of the Companies Act, 2013.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms, part of the Annual Report.

9. AUDITORS AND AUDITORS'' REPORT:

M/s. Vinod K. Mehta & Co., Chartered Accountants, (Registration No. 111508W), the Auditors of the Company hold their office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment as the Company''s Statutory Auditors from the ensuing Annual General Meeting till the conclusion of the Thirtieth Annual General Meeting. The Company has received their willingness to act as Auditors of the Company along with a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 139 and 141 of the Companies Act, 2013.

Further, it may be noted that M/s Vinod K. Mehta & Co., Chartered Accountants of the Company were appointed as the Auditors in the Extra Ordinary General Meeting held on 14th November, 2013, as our earlier auditor i.e. M/ s. B.V. Shah and Associates had intimated their unwillingness to continue as auditors with the Company due to certain pre-occupations.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any other comments.

10. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance Practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

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

The particulars relating to conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are provided in the Annexure-A to this Report.

12. COST AUDITORS:

The Board of Directors at their meeting held on 13th June, 2014 appointed M/s V V & Associates a firm of Cost Accountants, as the Cost Auditors of the Company to conduct the audit of the Cost Accounts maintained by the Company in respect of ice-cream and frozen desserts for the financial year 2014-2015.

13. PERSONNEL:

There was no employee employed during the year or part of the year drawing remuneration, which falls within the purview of the provisions of section 217(2A) of the Companies Act, 1956.Therefore the statement for the same is not attached.

14. STATUTORY DISCLOSURES:

None of the Director''s of your Company is disqualified as per the provisions of Section 164(1) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under the various provisions of the Act and Clause 49 of the Listing Agreement.

15. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board For VADILAL DAIRY INTERNATIONAL LIMITED

Sd Sd Shailesh R. Gandhi Subhaschandra P. Patil Place: Mumbai Managing Director Director Date: 23rd August, 2014 DIN: 01963172 DIN: 01872909


Mar 31, 2013

To The Members, of VADILAL DAIRY INTERNATIONAL LIMITED

The Directors have pleasure in presenting the Twenty Sixth Annual Report for the financial year ended on 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

(Rs. in lakhs)

PARTICULARS 2012-2013 2011-2012

Profit Before Depreciation and Financial Charges (42.44) (30.82)

Less: Depreciation 38.48 26.95

Financial Charges 17.21 3.38

Profit before Exceptional Items and Tax (98.13) (61.15)

Exceptional Items Nil 140.07

Profit Before Tax (98.13) (201.22)

Provision for Tax Nil Nil

Profit After Tax (98.13) (201.22)

Profit/(Loss )brought forward from last year (395.09) (193.87)

Balance of Profit/(Loss) carried to Balance sheet (493.22) (395.09)

2. RESULTS OF OPERATIONS:

The Company achieved the total revenue of Rs.2459.23 lacs as against Rs.2264.83 lacs achieved during the previous year ended on 31st March, 2012.

The Company incurred Net Loss before Exceptional and Extra-Ordinary items of Rs.98.13 lacs as against Rs.61.15 lacs for the year ended on 31st March, 2012.

There was significant inflation in prices of raw material, packing materials, other key input prices and total expenses of the Company. This rise in costs of major ingredients of ice-cream and frozen Desserts put tremendous pressure on the margins of the business.

3. Board for Industrial & Financial Reconstruction (BIFR):

The Company has been declared as a sick unit by BIFR (Board for Industrial & Financial Reconstruction) on 19.06.2000 under Case No.200/1999.The BIFR has sanctioned a Rehabilitation Scheme for the Company (SS-07) vide their Order dated 31.10.2007.This Rehabilitation Scheme is under implementation.

The BIFR has granted various reliefs and concessions in its above referred order necessary for rehabilitation of our Company. One of such concessions was granted in the form of exemption from payment of Sales Tax/ VAT for a period of 5 years from cut- off date of the scheme i.e. 31.03.2007 during rehabilitation period. This concession was denied by the Sales Tax Authority of the State Government of Maharashtra during the financial year 2011-12. Against this denial the Company has filed appeal with the BIFR praying to direct the Sales Tax Authorities to grant relief to Our Company. The Final Judgment is yet to be ordered by the BIFR. The Board of the Company is hopeful for a positive order from BIFR.

The Company has allotted 25,00,000 equity shares of face value of Rs. 10 each at par to the Promoters of the Company on Preferential basis as per BIFR Order.

4. DIVIDEND:

In view of the accumulated losses suffered by your Company, Directors regrets their inability to recommend any dividend for the year.

5. DIRECTORS:

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vishnu D. Barhate, Director of the Company, retire by rotation at this Annual General Meeting, and being eligible, offers himself for re-appointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis, despite the fact that the Company''s net worth is still negative. The Company''s Rehabilitation Scheme as sanctioned by BIFR is under implementation. The Directors are hopeful that the Company''s performance will improve in the forthcoming financial years.

You are aware that the Company is a sick Company and therefore there has been frequent turnover of the required personnel. Further despite the Companies efforts to employ whole time Company Secretary, it is unable to employ qualified Company secretary as per the provisions of Section 383 A of the Companies Act, 1956.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms, part of the Annual Report.

8. FINANCE:

During the year under review, the Company availed the loans from promoters to finance its operations and capex requirements.

9. AUDITORS AND AUDITORS'' REPORT:

M/s. B V. Shah & Associates, Chartered Accountants, (Registration No.040210 ), the Auditors of the Company hold their office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment as the Company''s Statutory Auditors from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. The Company has received their willingness to act as Auditors of the Company along with a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any other comments.

10. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance Practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

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

The particulars relating to conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are provided in the Annexure-A to this Report.

12. COST AUDITORS:

The Ministry of Corporate Affairs has , vide a notification no G.S.R. 429(E) dated 3rd June, 2011, notified the General Cost Accounting Records Rules, 2011, which has made it mandatory for the Company to maintain cost records on regular basis in such manner so as to make it possible to calculate per unit cost of production of its products.

Further, the Ministry of Corporate Affairs has, by an industry specific Cost Audit order dated 24th January, 2012 ordered audit of Cost Records under Section 233(B) of the Companies Act, 1956 for "Packaged Food Products". Accordingly, the Company has appointed Mr. Vinod C Subramaniam, Cost Accountant, Mumbai, having Membership No.M30769 as Cost Auditor of the Company, to audit the Cost records maintained by the Company, for the Financial Year-2012-13. The appointment of Mr. Vinod C Subramaniam as a Cost Auditor of the Company for the Financial Year- 2012-13 has been approved by the Central Government.

13. PERSONNEL:

There was no employee employed during the year or part of the year drawing remuneration, which falls within the purview of the provisions of section 217(2A) of the Companies Act, 1956.Therefore the statement for the same is not attached.

14. STATUTORY DISCLOSURES:

None of the Directors of your Company is disqualified as per provision of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

15. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board

For VADILAL DAIRY INTERNATIONAL LIMITED

Sd/-

Place : Mumbai S. R. GANDHI

Date : 2nd September, 2013 Managing Director


Mar 31, 2012

To The Members of VADILAL DAIRY INTERNATIONAL LIMITED

The Directors have pleasure in presenting the Twenty Fifth Annual Report for the financial year ended March 31, 2012.

1. FINANCIAL HIGHLIGHTS: (Rs. in lakhs)

PARTICULARS 2011-2012 2010-2011

Profit Before Depreciation and Financial Charges (30.82) 42.74

Less: Depreciation 26.95 20.16

Financial Charges 3.38 3.47

Profit Before Exceptional Items and Tax (61.15) 19.11

Exceptional Items 140.07 Nil

Profit Before Tax (201.22) 19.11

Provision for Tax Nil Nil

Profit After Tax (201.22) 19.11

Profit/(Loss )brought forward from last year (193.87) (212.98)

Balance of Profit/(Loss) carried to Balance sheet (395.09) (193.87)

2. RESULTS OF OPERATIONS:

The Company achieved the total revenue of Rs.2264.83 lacs as against Rs.1493.58 lacs achieved during the previous year ended on 31st March, 2011.

The Company incurred net loss of Rs. 201. 22 lacs as against net profit of Rs. 19.11 lacs earned for the year ended on 31st March, 2011.

There was significant inflation in prices of raw material, packing materials and other key input prices. This rise in costs of major ingredients of ice-cream coupled with non recovery of old debts put tremendous pressure on the margins of the business.

3. Board for Industrial and Financial Reconstruction (BIFR):

The Company was declared as a sick unit by BIFR (Board for Industrial & Financial Reconstruction) on 19.06.2000 under Case No.200/1999.The BIFR has sanctioned a Rehabilitation Scheme for the Company (SS-07) vide their Order dated 31.10.2007.This Rehabilitation Scheme is under implementation.

The BIFR has granted various reliefs and concessions in it's above referred order necessary for rehabilitation of the Our Company. One of such concessions was granted in the form of exemption from payment of Sales Tax/VAT for a period of 5 years from cut- off date of the scheme i.e. 31.03.2007 during rehabilitation period. This concession was denied by the Sales Tax authority of the State Government of Maharashtra during the year. Against this denial the company has filed appeal with the BIFR praying to direct the Sales Tax authorities to grant relief to Our Company. The final Judgment is yet to be ordered by the BIFR. The Board of the Company is hopeful for a positive order from BIFR.

The Company had already received Rs. 2,50,00,000/- from promoters and its group companies as per the terms of BIFR's Order. As per Order of BIFR, the promoters and its group companies are to be issued equity shares against their investment in the company. The said amount is treated as share application money in the balance sheet, pending allotment, as the approval of shareholders is pending.

4. DIVIDEND:

In view of the accumulated losses suffered by your Company, Directors regrets their inability to recommend any dividend for the year.

5. DIRECTORS:

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. S. P Patil, Director of the Company, retire by rotation at this Annual General Meeting, and being eligible, offer himself for re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis, despite the fact that the Company's net worth is totally eroded. The Company's Rehabilitation Scheme as sanctioned by BIFR is under implementation. The Directors are hopeful that the Company's performance will improve after successful implementation of the Sanctioned Scheme.

You are aware that the Company is a sick Company and therefore there has been frequent turnover of the required personnel. Further despite the Companies efforts to employ whole time Company Secretary, Company is unable to employ qualified Company secretary as per the provisions of Section 383 A of the Companies Act, 1956.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms, part of the Annual Report.

8. FINANCE:

During the year under review, the Company availed the loans from the banks against the security of it's fixed deposits held in the banks.

During the year, being a licensed user of the reputed and an established Trademark of "Vadilal" for it's ice-cream products, the Company made the additional payment of security deposit to the licensors of the said Trademark in view of mutual understanding with the licensors.

9. AUDITORS AND AUDITORS' REPORT:

M/s. B V. Shah & Associates, Chartered Accountants, (Registration No.040210 ), the Auditors of the Company hold their office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment as the Company's Statutory Auditors from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. The Company has received their willingness to act as Auditors of the Company along with a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

The Notes on the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any other comments.

10. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance Practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

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

The particulars relating to conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are provided in the Annexure-A to this Report.

12. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board

For VADILAL DAIRY INTERNATIONAL LIMITED

Sd/-

Place: Mumbai S.R. GANDHI

Date: 1st September, 2012 Managing Director


Mar 31, 2009

The Directors are pleased to present the Twenty Second Annual Report for the year ended 31s1 March 2009.

1. FINANCIAL RESULTS (Rs. in lakhs )

Particulars 2008-09 2007-08

Profit / (Loss) for the year before providing Depreciation and Financial Charges 176.47 93.19

Less: 1) Depreciation 17.94 18.59

2) Financial charges 0.67 0.85

Profit for the year 157.86 73.75

Prior year adjustment (Net) (102.17) (0.49)

Fringe Benefit Tax 1.18 0.98

Loss bought forward from last year (325.02) (15841.49)

Add: Adjustments as per BIFR Order NIL 15444.19

Balance of Loss carried to Balance Sheet (270.51) (325.02)

2. DIVIDEND

In view of the past accumulated losses suffered by your Company during the year, Directors regret their inability to recommend dividend during the year.

3. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed,

I) That in the preparation of the accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures if any. ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review. iii) That the Directors 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 preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2009 on a going concern basis, despite the fact that the Companys net worth is totally eroded.

The companys Rehabilitation Scheme as sanctioned by BIFR is under implemenatation.

The directors are hopeful that the companys performance will improve after successful implentation of the Sanctioned Scheme.

The auditors have also regretted to non-preparation of cost records pursuant to Rules formed by the Central Government u/s 209(1) (d) of the Companies Act, 1956. The Directors are taking necessary steps to get the cost records prepared at the earliest.

The statutory auditors in their certificate of Corporate Governance reported that:

I) There has been no submission of quarterly results to Stock Exchanges.

ii) Non-publication of quarterly results in English and regional language news papers.

You are aware that the Company is a sick Company and therefore there has been frequent turnover of the required personnel, which resulted into the above lapses. Further despite Companys best efforts to employ full time qualified Company secretary, it is not getting the same in view of the existing financial position.

The auditors have further reported that two of the three members of the Audit Committee are Non- Executive Directors and no Non- Executive Director is the chairman of the Investor Grievance and shareholders Committee. With the BIFR background, some lapses on non-compliances are there, however your management is confident of coming out of the same. Thus your Directors do not wish to further comment on the report of the auditor.

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

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo forms part of this report (Annexure A).

For and on behalf of the Board For VADILAL DAIRY INTERNATIONAL LIMITED

Place: Mumbai S.R.GANDHI

Date: 21stAugust, 2009 Managing Director

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