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ANNUAL REPORT 2014-2015 (1)

30th ANNUAL GENERAL MEETING

Day - Monday

Date - 28th September, 2015

Time - 10.00 a.m.

Venue - GICEA, Gajjar Hall, Nirman Bhavan,Opp. Law Garden, Ellisbridge,Ahmedabad - 380 006.

CONTENTS PAGE NO.

Notice of Annual General Meeting 2-8

Directors’ Report 9-32

Secretarial Audit Report 29-31

Independent Auditors’ Report 33-34

Balance Sheet 35

Statement of Profit & Loss 36

Cash Flow Statement 37

Significant Accounting Policies 38-40

Notes to Financial Statements 40-48

Additional Information to the Financial Statement 49-53

E-Communication Registration Form 54

Proxy Form & Attendance Slip 55-56

Route Map for venue of AGM 56

CHAIRMAN EMERITUSRamchandra R. Gandhi (upto 18-8-2014)

BOARD OF DIRECTORSNon-executive &Non-independent DirectorsRajesh R. Gandhi ChairmanDevanshu L. GandhiMamta R. Gandhi (w.e.f. 31-3-2015)

Independent DirectorsJayantilal M. ShahNiranjana A. Kapadia (upto 31-3-2015)Jignesh J. Shah (w.e.f. 31-3-2015)Ashish H. Modi (w.e.f. 31-3-2015)Preet P. Shah (w.e.f. 31-3-2015)

Vishal Surti - Chief Executive OfficerRajesh Bhagat - Chief Financial OfficerRuchita Gurjar - Company Secretary

AUDITORSM/s. Kantilal Patel & Co.Chartered Accountants, Ahmedabad(A member firm of Polaris International, USA)

BANKERBank of India

REGISTERED OFFICEA/801, 8th Floor, “Time Square” Building,C. G. Road, Nr. Lal Bunglow Char Rasta,Navrangpura, Ahmedabad - 380 009.CIN No. : L51100GJ1985PLC007995Phone : 079-26407201-09, 079-30153000Fax : 079-30153102

REGISTRAR & SHARE TRANSFER AGENT(For physical & demat)MCS Share Transfer Agent Limited,101, Shatdal Complex, 1st Floor,Opp. Bata Show Room, Ashram Road,Ahmedabad – 380 009.Phone: 079-26582878, 26584027, 9327055153Fax: 079-26581296

SHARE DEPARTMENTB/404, 4th Floor, “Time Square” Building,C. G. Road, Nr. Lal Bunglow Char Rasta,Navrangpura, Ahmedabad - 380 009.Phone : 079-30153189Fax : 079-30153102

E-mail for Investor Grievances : [email protected]

Web : www.vadilalgroup.com

E-voting Instructions - Separate sheet enclosed

Notes :1. Important Communication to Members : The Ministry of Corporate Affairs has, pursuant to its Green

Initiative in the Corporate Governance, allowed paperless compliances by Companies. It has issued circularsallowing the Companies to service notice/documents including Annual Report by email to its members. Manyof the Shareholders have registered their emails pursuant to the said initiative. We thank those shareholdersfor the same. Those Shareholders, who have not registered their email addresses so far, may, as a supportto those initiative, register their email addresses, in respect of electronic holdings, with the Depository throughtheir respective Depository Participant. Members who hold shares in physical mode are requested to registertheir email address with MCS Share Transfer Agent Limited, Share Transfer Agent of the Company.

2. Members are requested to send their all correspondence relating to Shares including transfer, transmission,change of address, issue of duplicate share certificates etc. to MCS Share Transfer Agent Limited, Registrar& Share Transfer Agent of the Company at 101, Shatdal Complex, 1st Floor, Opp. Bata Show Room, AshramRoad, Ahmedabad - 380 009 (Phone: 079 - 26582878, 26584027, 9327055153) (Fax: 079 - 26581296) or atthe Share Department of the Company situated at B/404, 4th Floor, “Time Square” Building, C.G. Road,Nr. Lal Bunglow Char Rasta, Navrangpura, Ahmedabad – 380 009.

VADILAL ENTERPRISES LIMITED (2)

NOTICENOTICE is hereby given that the 30th ANNUAL GENERAL MEETING of the members of VADILAL ENTERPRISESLIMITED will be held on Monday, the 28th day of September, 2015, at 10.00 a.m., at GICEA, Gajjar Hall, Nirman Bhavan,Opp. Law Garden, Ellisbridge, Ahmedabad - 380006, to transact the following business :ORDINARY BUSINESS :1) To receive, consider and adopt the audited Statement of Profit & Loss for the year ended March 31, 2015, the

Balance Sheet as at that date and the Reports of the Directors and Auditors thereon.2) To declare dividend on Equity Shares for the financial year ended on March 31, 2015.3) To appoint a Director in place of Mr. Devanshu L. Gandhi (DIN: 00010146) who retires by rotation at this Annual

General Meeting in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself forre-appointment.

4) To appoint Statutory Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass,with or without modification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, ofthe Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being inforce) read with rules under the Companies (Audit and Auditors) Rules, 2014, M/s. Kantilal Patel & Co.,Chartered Accountants, Ahmedabad (Registration No. 104744W), the retiring Auditors of the Company, be andare hereby re-appointed as Statutory Auditors of the Company, to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of the next Annual General Meeting of the Company and to authorise theBoard of Directors of the Company to fix their remuneration, apart from re-imbursement of out-of-pocketexpenses and applicable taxes.”

SPECIAL BUSINESS :5) To appoint Mrs. Mamta R. Gandhi (DIN: 00674579) as a Director of the Company and in this regard to consider

and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections 149(1), 152 and all other applicable provisions ofthe Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force), Mrs. Mamta R. Gandhi (DIN: 00674579), who was appointed as an Additional Director of the Company pursuant to Section 149(1) and161(1) of the Companies Act, 2013 and Rules made thereunder and Articles of Association, by the Board ofDirectors of the Company on 31st March, 2015 and holds office upto the date of this Annual General Meetingand in respect of whom the Company has received a notice under Section 160 of the Companies Act, 2013,in writing from a Member, proposing the candidature of Mrs. Mamta R. Gandhi for the office of Director, be andis hereby appointed as a Director of the Company, to be considered as “Non-executive and Non-independentDirector” and her office as a Director shall be liable to retire by rotation as per the provisions of the CompaniesAct, 2013 and Articles of Association of the Company.”

6) To appoint Mr. Jignesh J. Shah (DIN: 01202435) as an Independent Director of the Company and in this regardto consider and if thought fit, to pass, with or without modification(s), the following resolution as an OrdinaryResolution:“RESOLVED THAT pursuant to the provisions of Section 149, 152 and all other applicable provisions of theCompanies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force), Mr. Jignesh J. Shah (DIN :01202435), who was appointed as an Additional Director of the Company pursuant to Section 161(1) of theCompanies Act, 2013 and Rules made thereunder and Articles of Association, by the Board of Directors of theCompany on 31st March, 2015 and holds office upto the date of this Annual General Meeting and in respectof whom the Company has received a notice under Section 160 of the Companies Act, 2013, in writing froma Member, proposing the candidature of Mr. Jignesh J. Shah for the office of Director, be and is hereby appointedas an Independent Director of the Company to hold office for a term of 5 (Five) consecutive years upto theconclusion of the 35 th Annual General Meeting of the Company in the calendar year 2020.”

7) To appoint Mr. Ashish H. Modi (DIN: 02506019) as an Independent Director of the Company and in this regardto consider and if thought fit, to pass, with or without modification(s), the following resolution as an OrdinaryResolution:“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of theCompanies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force), Mr. Ashish H. Modi (DIN :02506019), who was appointed as an Additional Director of the Company pursuant to Section 161(1) of theCompanies Act, 2013 and Rules made thereunder and Articles of Association, by the Board of Directors of theCompany on 31st March, 2015 and holds office upto the date of this Annual General Meeting and in respectof whom the Company has received a notice under Section 160 of the Companies Act, 2013, in writing froma Member, proposing the candidature of Mr. Ashish H. Modi for the office of Director, be and is hereby appointed


as an Independent Director of the Company to hold office for a term of 5 (Five) consecutive years upto theconclusion of the 35 th Annual General Meeting of the Company in the calendar year 2020.”

8) To appoint Mr. Preet P. Shah (DIN: 05131516) as an Independent Director of the Company and in this regardto consider and if thought fit, to pass, with or without modification(s), the following resolution as an OrdinaryResolution:“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of theCompanies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force), Mr. Preet P. Shah (DIN:05131516), who was appointed as an Additional Director of the Company pursuant to Section 161(1) of theCompanies Act, 2013 and Rules made thereunder and Articles of Association, by the Board of Directors of theCompany on 31st March, 2015 and holds office upto the date of this Annual General Meeting and in respectof whom the Company has received a notice under Section 160 of the Companies Act, 2013, in writing froma Member, proposing the candidature of Mr. Preet P. Shah for the office of Director, be and is hereby appointedas an Independent Director of the Company to hold office for a term of 5 (Five) consecutive years upto theconclusion of the 35 th Annual General Meeting of the Company in the calendar year 2020.”

9) To adopt new Articles of Association of the Company containing regulations in conformity with the CompaniesAct, 2013 and in this regard to consider and if thought fit, to pass, with or without modification(s), the followingresolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the CompaniesAct, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the draft regulations contained in the Articles of Associationsubmitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion,of the regulations contained in the existing Articles of Association of the Company.RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all actsand take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

10) To approve the Related Party Transactions under Section 188 of the Companies Act, 2013 and Rules madethereunder and in this regard to consider and if thought fit, to pass, with or without modification(s), the followingresolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the CompaniesAct, 2013 read with the rules made there under (including any statutory modification(s) or re-enactment thereoffor the time being in force), the consent of the Members of the Company be and is hereby accorded to continueto enter into related party transactions/arrangements by the Company with Vadilal Industries Limited, the detailsof which are more particularly mentioned in the explanatory statement annexed to the Notice.“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby, authorized to do or causeto be done all such Acts, matters, deeds and things and to settle any queries, difficulties, doubts that may arisewith regard to any transaction with the related party and execute such agreements, documents and writingsand to make such filings, as may be necessary or desirable for the purpose of giving effect to this resolution,in the best interest of the Company.”

By Order of the BoardFor VADILAL ENTERPRISES LIMITED

RAJESH R. GANDHI Chairman

Registered Office :A/801, 8th Floor, “Time Square” Building,C. G. Road, Nr. Lal Bunglow Char Rasta,Navrangpura, Ahmedabad - 380 009.CIN : L51100GJ1985PLC007995Email : [email protected] : www.vadilalgroup.comPhone : 079 301503189Dated : 13th August, 2015.NOTES :1) A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled

to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be amember of the Company. The instrument appointing the proxy should, however, be deposited atthe registered office/ Share Department of the Company not less than forty-eight hours beforethe commencement of the Meeting.A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregatenot more than ten percent of the total share capital of the Company carrying voting rights. A


member holding more than ten percent of the total share capital of the Company carrying votingrights may appoint a single person as proxy and such person shall not act as a proxy for any otherperson or shareholder.

2) Corporate members intending to send their authorised representatives to attend the Meeting are requested tosend to the Company a certified copy of the Board Resolution authorising their representative to attend andvote on their behalf at the Meeting.

3) A Statement pursuant to Section 102(1) of the Companies Act, 2013 setting out the material facts relating tothe Special Business to be transacted at the Meeting is annexed hereto.

4) In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names willbe entitled to vote.

5) (a) The Company has notified closure of Register of Members and Share Transfer Books from 18 th September,2015 to 28th September, 2015 (both days inclusive) for determining the names of members eligible fordividend on Equity Shares, if declared at the Meeting.

(b) Dividend of Re. 0.80/- per share (@ 8.00%) on Equity Shares for the year ended on 31st March, 2015as recommended by the Board, if declared at the meeting, will be paid without deduction of tax at source:

# to those members, whose names appear on the Register of Members after giving effect to all valid sharetransfers in physical form lodged with the Company/Share Transfer Agent on or before 17 th September,2015, or

# in respect of shares held in electronic form, to those “Beneficial Owners” whose names appear in theStatement of Beneficial Ownership furnished by NSDL and CDSL as at the end of business hours on 17 th

September, 2015.6) Members holding shares in electronic form may note that bank particulars registered against their respective

depository accounts will be used by the Company for payment of dividend. The Company or its Registrars andTransfer Agent, cannot act on any request received directly from the members holding shares in electronic formfor any change of bank particulars or bank mandates. Such changes are to be advised only to the DepositoryParticipant by the members.

7) Members who have not registered their e-mail addresses so far are requested to register theire-mail address for receiving all communication including Annual Report, Notices, Circulars, etc.from the Company electronically.

8) The amount of dividend for the financial year ended on 31st March, 2008, 31st March, 2009, 31st March, 2010,31st March, 2011, 31st March, 2012, 31st March, 2013 and 31st March, 2014 remaining unpaid or unclaimed fora period of 7 years is due for transfer to the Investor Education and Protection Fund on 3rd November, 2015,31st October, 2016, 4th November, 2017, 1st November, 2018, 3rd November, 2019, 26th October, 2020 and 29th

October, 2021 respectively. Members, who have so far not encashed their dividend warrants for the saidfinancial years, are requested to approach the Company for revalidation or duplicate dividend warrants.Thereafter, no claims shall lie against the said Fund or the Company for the amount of dividend so transferrednor shall any payment be made in respect of such claims.

9) Members, who hold shares in dematerialised form, are requested to bring their Client ID and DP ID numbers foreasy identification of attendance at the meeting.

10) Members are requested to intimate immediately the change in their registered address, if any, to their DepositoryParticipants (DPs) in respect of their electronic share accounts and to the Company or Share Transfer Agent,in respect of their physical share folios, if any. In case of mailing address mentioned on this Annual Reportis without PINCODE, members are requested to kindly inform their PINCODE immediately.

11) Relevant documents referred to in the accompanying Notice are open for inspection for the members at theShare Department of the Company on all working days, except Saturdays, during normal business hours, uptothe date of this Annual General Meeting.

12) Members are requested to bring their copy of Annual Report to the meeting, as the copies of Annual Reportwill not be distributed at the meeting.

13) Members seeking any further information about the Accounts and/or Operations of the Company are requestedto send their queries to the Company at its Share Department, at least 10 days before the date of the meeting.

14) Remote E-voting :The Company is pleased to offer remote e-voting facility to all its members to enable them to cast their voteelectronically in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies(Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement (including any statutorymodification or re-enactment thereof for the time being in force). Accordingly, a member may exercise his votethrough e-voting services provided by Central Depository Services (India) Limited (CDSL) and the Company maypass any resolution by electronic voting system in accordance with the above provisions.


The process and manner of e-voting is being sent to all the members whose e-mail Ids areregistered with the Company/Depository Participant /Share Transfer Agent for communicationpurpose through electronic mode. For members who have not registered their e-mail Ids asabove, the process and manner of e-voting is provided in a separate sheet as enclosed alongwiththis Annual Report.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)The following Statement sets out all material facts relating to the Special Business mentioned in the accompanyingNotice:Item No. 5Pursuant to the provisions of Section 149(1) of the Companies Act, 2013 and Rules made thereunder, the Companyshould have atleast one woman director. Due to resignation of Mrs. Niranjana A. Kapadia, from the office of Directorof the Company, the Company was required to appoint a women director on the Board.In view of the said requirements and on the basis of the recommendation of the Nomination and RemunerationCommittee, the Board of Directors of the Company appointed, pursuant to the provisions of Section 161(1) of theAct and the Articles of Association of the Company, Mrs. Mamta R. Gandhi as an Additional Director of the Companywith effect from 31st March, 2015.In terms of the provisions of Section 161(1) of the Act, Mrs. Mamta R. Gandhi would hold office up to the date ofthe ensuing Annual General Meeting.The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section160 of the Act, proposing the candidature of Mrs. Mamta R. Gandhi for the office of Director of the Company.Mrs. Mamta R. Gandhi is not disqualified from being appointed as a Director in terms of Section 164 of the Act andhas given her consent to act as a Director. She holds 21145 equity shares in the Company in her individual capacity.She will be considered as " Non-executive and Non-independent Director" and will be liable to retire by rotation.Mrs. Mamta R. Gandhi is interested in the resolution set out at Item No. 5 of the Notice, financially or otherwise, tothe extent of her aforesaid shareholding interest in the Company.Mr. Rajesh R. Gandhi and other relatives of Mrs. Mamta R. Gandhi may be deemed to be interested in the resolutionset out at Item No. 5 of the Notice, to the extent of their shareholding interest, if any, in the Company.Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relativesare, in any way, concerned or interested, financially or otherwise, in these resolution.The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the shareholders.Item No. 6 to 8On the basis of the recommendation of the Nomination and Remuneration Committee, the Board of Directors of theCompany appointed, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of theCompany, Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shah as Additional Directors of the Company witheffect from 31st March, 2015.In terms of the provisions of Section 161(1) of the Act, Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shahwould hold office up to the date of the ensuing Annual General Meeting.It is proposed to appoint Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shah as Independent Directorsunder Section 149 of the Act to hold office for a term of 5 (Five) consecutive years upto the conclusion of the 35 th

Annual General Meeting of the Company in the calendar year 2020.The Company has received notice in writing from members, alongwith the deposit of requisite amount under Section160 of the Act, proposing the candidature of Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shah for theoffice of Independent Directors of the Company.In the opinion of the Board, Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shah fulfill the conditions forappointment as Independent Directors as specified in the Act. Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. PreetP. Shah are independent of the management.Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shah are not disqualified from being appointed as a Directorin terms of Section 164 of the Act and has given their consent to act as a Director. They do not hold any equityshares in the Company in their individual capacity.The Company has also received declarations from Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shahthat they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act.Copy of the draft letters for respective appointments of Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P.Shah as Independent Directors setting out the terms and conditions are available for inspection by members at theShare Department of the Company.Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shah are interested in the resolutions set out respectivelyat Item Nos. 6, 7 and 8 of the Notice with regard to their respective appointments.


The relatives of Mr. Jignesh J. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shah may be deemed to be interested inthe resolution set out at Item No. 6, 7 and 8 of the Notice, to the extent of their shareholding interest, if any, in theCompany.Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relativesare, in any way, concerned or interested, financially or otherwise, in these resolution.The Board recommends the Ordinary Resolutions set out at Item No. 6, 7 and 8 of the Notice for approval by theshareholders.Item No. 9The existing Articles of Association (hereinafter referred to as “AOA”) are based on the Companies Act, 1956 andseveral regulations in the existing AOA contain references to specific sections of the Companies Act, 1956 and someregulations in the existing AOA are no longer in conformity with the Act.The Act is now largely in force. On September 12, 2013, the Ministry of Corporate Affairs (“MCA”) had notified 98Sections for implementation. Subsequently, on March 26, 2014, MCA notified most of the remaining Sections (barringthose provisions which require sanction / confirmation of the National Company Law Tribunal (“Tribunal”) such asvariation of rights of of holders of different classes of shares (Section 48), reduction of share capital (Section 66),compromises, arrangements and amalgamations (Chapter XV), prevention of oppression and mismanagement(Chapter XVI), revival and rehabilitation of sick companies (Chapter XIX), winding up (Chapter XX) and certain otherprovisions including, inter alia, relating to Investor Education and Protection Fund (Section 125) and valuation byregistered valuers (Section 247). However, substantive sections of the Act which deal with the general workingof companies stand notified.With the coming into force of the Act several regulations of the existing AOA of the Company require alteration ordeletions in several articles. Given this position, it is considered expedient to wholly replace the existing AOA bya new set of Articles.The new AOA to be substituted in place of the existing AOA are based on Table ‘F’ of the Act which sets out themodel articles of association for a company limited by shares. Shareholder’s attention is invited to certain salientprovisions in the new draft AOA of the Company viz:(a) Company’s lien now extends also to bonuses declared from time to time in respect of shares over which lien

exists;(b) the nominee(s) of a deceased sole member are recognized as having title to the deceased’s interest in the

shares;(c) new provisions regarding application of funds from reserve accounts when amounts in reserve accounts are

to be capitalized;(d) new provisions relating to appointment of chief executive officer and chief financial officer, in addition to

manager and company secretary;(e) existing articles have been streamlined and aligned with the Act;(f ) the statutory provisions of the Act which permit a company to do some acts “if so authorized by its articles”

or provisions which require a company to do acts in a prescribed manner “unless the articles otherwiseprovide” have been specifically included; and

(g) provisions of the existing AOA which are already part of statute in the Act have not been reproduced in thenew draft AOA as they would only lead to duplication – their non-inclusion makes the new AOA crisp, conciseand clear and aids ease of reading and understanding.

The proposed new draft AOA is being uploaded on the Company’s website for perusal by the shareholders.None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned orinterested, financially or otherwise, in the Special Resolution set out at Item No. 9 of the Notice.The Board commends the Special Resolution set out at Item No. 9 of the Notice for approval by the shareholders.Item No. 10The Company in its ordinary course of business and/or on arm’s length basis purchases Ice-cream, Frozen Desert Productsand other milk and dairy products from Vadilal Industries Limited (hereinafter referred to as “VIL”) on regular basis and on principalto principal basis. The Company has already entered into an Agreement with Vadilal Industries Limited on 28th July, 2007 regardingsale of Ice-cream, Frozen Desert Products and other milk products of the Company setting out the terms and conditions forsale.The Company in its ordinary course of business purchases Processed Food products from Vadilal Industries Limited on regularbasis and on principal to principal basis.Vadilal Industries Limited falls under the category of a related party of the Company in terms of the provisions of Section 188of the Companies Act, 2013 and Rules made thereunder.The transaction entered into with Vadilal Industries Limited whether individually and/or in aggregate exceeds the stipulatedthreshold of ten percent of the annual turnover of the Company as per the last audited financial statements of the Company.


Though the transactions are at arms length basis, as a matter of good governance the Company seeks approvalof the shareholders through an ordinary resolution for entering into transaction of purchase of Ice-cream, FrozenDesert Products, other milk and milk products and Processed Food Products from Vadilal Industries Limited upto amaximum amount as mentioned in the respective transactions from the financial year 2014-2015 and onwards.The Company and Vadilal Industries Limited, being related parties to the transaction, shall abstain from voting onthis resolution.The relevant information related to related party transaction is as under :

1. Name of the party Vadilal Industries Limited (VIL)2. Nature of relation A Public Company in which Directors of the

Company are Directors and holding more than 2%shares alongwith their relatives

3. Name of the Interested Directors Mr. Rajesh R. Gandhi & Mr. Devanshu L. Gandhi

Nature, duration Material terms of Any advance The manner of Transactionand particulars of the contract or paid or determining the value for whichcontract or arrangement, or received for pricing and other approval isarrangement or transaction the contract commercial terms, soughttransaction including value, or arrangement both included as (Rs. in lakhs)

if any or transaction, part of contract andif any not considered as

part of the contract 4. 5. 6. 7. 8.Agreement between Purchase of Ice- No advance Price is Upto validity ofthe Company and VIL cream, Frozen paid or received. determined by VIL the agreement.to purchase Ice-cream, Desert, Flavoured and included as partFrozen Desserts, Milk and other Milk of the agreement.Flavoured Milk and and Dairy productsother Milk and Dairy by the Company fromproducts by the VIL on Principal toCompany from Principal basis andVIL. Agreement on credit basis. Allexecuted on matters related to28-7-2007, which is marketing includingvalid for a period of marketing expenses10 years w.e.f. will be decided and1st October, 2007. born by VEL.

Payment shall bemade by VEL within180 days from thelast date of month inwhich the Companyhas supplied theproducts to VEL.

Purchase of Purchase of No advance Price is Rs. 100.00Processed Food Processed Food paid or received. determined by VIL. Crores in eachProducts by the Products by the financial year forCompany from VIL. Company from VIL on a period of 5

Principal to Principal Financial yearsbasis and on credit from 2014-2015.basis. All mattersrelated to marketingincluding marketingexpenses will bedecided and born byVEL.Payment shall bemade by VEL oncredit basis, as andwhen demanded.credit basis, as andwhen demanded.


Nature, duration Material terms of Any advance The manner of Transactionand particulars of the contract or paid or determining the value for whichcontract or arrangement, or received for pricing and other approval isarrangement or transaction the contract commercial terms, soughttransaction including value, or arrangement both included as (Rs. in lakhs)

if any or transaction, part of contract andif any not considered as

part of the contract 4. 5. 6. 7. 8.Purchase of dry fruit Purchase of dry fruit No Price is Rs. 10.00and other products and other products determined by VIL. Lacs in eachfrom VIL. from VIL on financial year for

Principal to Principal a period of 5basis and on credit Financial yearsbasis. from 2014-2015.

The Audit committee and the Board of the Directors of the Company have at their meetings held on 17 th February,2015 approved the aforesaid related party transactions.The approval of the Members by way of an Ordinary Resolution is sought pursuant to Section 188 of the CompaniesAct 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and amended from time to time.Mr. Rajesh R. Gandhi and Mr. Devanshu L. Gandhi and their relatives are interested, financially or otherwise, in theresolution set out at Item No. 10 of the Notice.Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relativesare, in any way, concerned or interested, financially or otherwise, in these resolution.The Board recommends the ordinary Resolution set out at Item No. 10 of the Notice for approval by the shareholders.

By Order of the BoardFor VADILAL ENTERPRISES LIMITED

RAJESH R. GANDHI Chairman

Registered Office :A/801, 8th Floor, “Time Square” Building,C. G. Road, Nr. Lal Bunglow Char Rasta,Navrangpura, Ahmedabad - 380 009.CIN : L51100GJ1985PLC007995Email : [email protected] : www.vadilalgroup.comPhone : 079 301503189Dated : 13th August, 2015.


DIRECTORS’ REPORTTo,The members,VADILAL ENTERPRISES LIMITEDAhmedabad.Your Directors have pleasure in presenting herewith the 30 th Annual Report together with the Audited Statement ofAccounts for the year ended on 31st March, 2015.FINANCIAL HIGHLIGHTS : (` in Lacs)

Sr. Particulars Year ended Year endedNo. 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 66.23Add: Profit/(Loss) after tax for the year 0.60 (60.55)Add: Amount transferred from General Reserve for proposed dividend 7.70 2.39Less : Appropriation— Proposed Equity Dividend (amount per share ` 0.80, previous year ` 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 ` 41846.23 lacs during the year ended on 31st March, 2015as against ` 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 ` 759.94 lacsduring the year ended on 31st March, 2015 as compared to ` 601.44 lacs earned during the previous year endedon 31st March, 2014, showing a rise of 26.35%. The Company has incurred Finance Cost of ` 118.88 lacs andprovided for Depreciation and Amortisation expenses of ` 640.18 lacs for the year ended on 31st March, 2015.The Company has earned profit before Tax of ` 0.88 lacs during the year under review as compared to loss ` 87.26lacs incurred during the previous year ended on 31st March, 2014. The Company has earned profit for the yearof ` 0.60 lacs during the year ended on 31st March, 2015 after providing Finance Cost and Depreciation andAmortisation expenses and after making Provision for Deferred Tax of ` 0.28 lacs and other adjustments, ascompared to loss of ` 60.55 lacs incurred by the Company during the previous year ended on 31st March, 2014.DIVIDEND:The Directors have recommended dividend of ` 0.80/- per share (@ 8.00%) on 8,62,668 Equity Shares of `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 31 st March, 2014. This will absorb ` 6.90 lacsas against ` 6.90 lacs absorbed in the previous year. The corporate dividend tax payable by the Company on thesaid dividend will be ` 1.40 lacs as compared to ` 1.17 lacs paid during the previous year. If approved, the dividendwill 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 ` 3500Crores. Increasing urbanization, rising disposable incomes and increasing “out of home food” consumption coupledwith the ever increasing availability of various foods in the markets close to residential areas are some of thereasons driving the ice cream segment.The Company works to deliver the best tasting products and continuously improve ice-cream range for nutritionalprofile and benefits. Since the inception, the Company has been committed towards delivering the best qualityproducts 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 BTLactivities. We utilize various communication touch points like Retail, Outdoor, Print, TV, Internet, etc. to get the brandmessage across. This year, we have a 360 degree marketing plan. However, the advertising budgets are skewedmore towards television as we have a nationwide reach now. Apart from traditional media platforms, we also enjoycommendable brand presence and preference in the digital space.Our consumer engagement initiative, Vadilal Freeze the Moment Contest Calendar launched in 2012 has become asuccessful 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 customersa chance to win exciting prizes. A new commercial promoting the contest was aired on all major television channelsthroughout 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. Vadilalalso 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’ organizedby the Indian Dairy Association. The various categories for awards were: The Best in Class (3): Chocolate FrozenDessert, Standard Chocolate Ice Cream, Rose Coconut Shell (Innovation – Novelty) Gold Medal (4): StandardChocolate 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 IceTrooper, 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 ourreach in the existing market in terms of consolidating our presence in Cash and Carry format as well as the ModernRetail segment. The logistics of ice cream, being a cold chain product, are complex and the Company is continuouslyexpanding 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-increasingnetwork 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 experiencewith Vadilal. The Company plans to organize innovative cross promotional activities to enhance the brandengagement with the consumers and use the digital space actively as well for the same. The Company also plansto 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 approachtowards attaining the market leadership. Launching new products, strengthening existing product verticals throughproduct extensions, thoughtful and insightful consumer oriented market communications are few steps that havegiven the brand a strong hold on the distribution channel and the market itself. Collaborations with strong regionaldistribution 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 opportunitiesin 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 ofthe consumers.FINANCE :During the year under review, the company is enjoying existing Working Capital Facility & Term Loan Facility fromvarious Banks / Financial Institutions. During the year under review, the company has made regular repayment ofLoan & 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 `15000/-for the financial year ended on 31st March, 2008 to Investors’ Education and Protection Fund. During the year underreview, the Company has transferred the amount of unpaid and unclaimed Dividend of ` 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 ` 8.14 lakhs from its Members, after

complying with the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptanceof Deposits) Rules, 2014.

b. The details of deposits that remained unpaid or unclaimed by the Company as on 31 st 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 : 8.14c. 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 madethereunder, revised Clause 32 of Listing Agreement with the Stock Exchanges and applicable Accounting Standardsand pursuant to exemption granted pursuant to General Circular No. G.S.R. 723(E) dated 14 th October, 2014 issuedby Ministry of Corporate Affairs, the Company is not required to attach Consolidated Financial Statements for theyear 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 ofthe Companies Act, 2013 and rules made thereunder in the prescribed Form-AOC 1 is provided as Annexure-II tothe Directors' Report.DIRECTORS’ RESPONSIBILITY STATEMENT:To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, yourDirectors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 andconfirm :(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 thecompany 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 inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand 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 underSection 186 of the Companies Act, 2013 are not provided as during the year under review, the company has notgiven 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 theCompanies (Accounts) Rules, 2014 are given in Annexure – III in the prescribed Form – AOC-2 and the same formspart of this report. All related party transactions are placed before the Audit Committee of the Company for reviewand approval.The Policy on materiality of related party transactions and dealing with related party transactions as approved bythe 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 partydisclosures.


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 Companywith effect from 1st April, 2015. She was an Independent Director of the Company. The Directors placed on recordthe valuable services and guidance provided by Mrs. Niranjana A. Kapadia during her tenure as a Director of theCompany.Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. DevanshuL. Gandhi, Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offerhimself 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 1of the Companies Act, 2013 and Rules made thereunder andon the recommendation of the Nomination and Remuneration Committee, the Company proposes to appoint Mrs. MamtaR. Gandhi, who was appointed as an Additional Director at the Board Meeting held on 31-03-2015, as a Directorof the Company, designated as Non-executive and Non-Independent Director, liable to retire by rotation. The Companyhas received requisite notice in writing from a Member proposing her candidature for appointment as a Director ofthe Company.Pursuant to the provisions of Section 149 and 152 1of the Companies Act, 2013 and Rules made thereunder andon the recommendation of the Nomination and Remuneration Committee, the Company proposes to appoint Mr. JigneshJ. Shah, Mr. Ashish H. Modi and Mr. Preet P. Shah, who were appointed as Additional Directors at the Board Meetingheld on 31-03-2015, as Independent Directors of the Company, not liable to retire by rotation. The Company hasreceived requisite notices in writing from a Member proposing their candidature for appointment as a Director ofthe Company. The aforesaid Independent Directors, if appointed, shall hold office for a term of 5 consecutive yearsup to the conclusion of the 35 th 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 149of 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 individualdirectors 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 compositionand 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 memberson 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 individualdirectors on the basis of the criteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs inmeetings, 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 theboard as a whole and performance of the Chairman was evaluated, taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting that followed the meeting ofthe independent Directors, at which the performance of the Board, its committees and individual directors was alsodiscussed.COMMITTEES OF DIRECTORS :The details of various committees of Directors constituted under various provisions of Companies Act, 2013 andRules 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 Category1 Mr. Jayantilal M. Shah Chairman Independent Director2 Mr. Devanshu L. Gandhi Member Non-Executive and Non-

Independent Director3 Mr. Preet P. Shah# Member Independent Director

# Appointed as a Member of the Audit Committee w.e.f. 31 st March, 2015.Mrs. Niranjana A. Kapadia ceased to be a Member of the Audit Committee w.e.f. 31 st March, 2015.The constitution of the Audit Committee fulfills the requirements of Section 177 of the Companies Act, 2013and Rules made thereunder. The members of audit committee are financially literate and having accountingor 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 29 th


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 31stMarch, 2015, namely:

Sr. No. Name of the Member Designation Category1 Mr. Jayantilal M. Shah Chairman Independent Director2 Mr. Devanshu L. Gandhi Member Non-executive and Non-

Independent Director3 Mrs. Niranjana A. Kapadia# Member Independent Director

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

Sr. No. Name of the Member Designation Category1 Mr. Jignesh J. Shah Chairman Independent Director2 Mr. Devanshu L. Gandhi Member Non-executive and Non-

Independent Director3 Mr. Preet P. Shah Member Independent Director

The constitution of Nomination and Remuneration Committee fulfills the requirements of Section 178 of theCompanies 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 29 th

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 Category1 Mr. Rajesh R. Gandhi Chairman Non-Executive and Non-

Independent Director2 Mr. Devanshu L. Gandhi Member Non-Executive and Non-

Independent DirectorThe constitution of Stakeholders’ Relationship Committee fulfills the requirements of Section 178 of theCompanies Act, 2013 and Rules made thereunder.The Committee, inter alia, approves the transfer of Shares, issue of duplicate Share Certificates, splitting andconsolidation of Shares etc. The Committee also looks after redressal of Shareholder’s complaints like transferof shares, non-receipt of balance sheet, non-receipt of dividends, etc. The Board of Directors has delegatedthe 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 29 th May, 2014 recommended to the Boarda policy on appointment and remuneration of Directors of the Company in terms of the provisions of Section 178of the Companies Act, 2013 and Rules made thereunder, which was approved by the Board of Directors, at itsmeeting held on 29 th May, 2014. The Policy on appointment and remuneration of Directors is enclosed with theDirectors’ 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 ofSection 134(1)(m) are not applicable to the Company due to the nature of the Company’s business operations, beingMarketing Company.There is no any Foreign Exchange Earnings during the year under review. However, there was Foreign Exchangeoutgo of ` 1.87 lacs during the year under review.INTERNAL FINANCIAL CONTROLSThe Company has in place adequate internal financial controls with reference to financial statements. During theyear, 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 otherprescribed classes of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for more thantwo 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 provisionsi.e. 1st April, 2014. For this purpose, the term of the audit firm before the commencement of these provisions shallbe 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 StatutoryAuditors for more than ten years. Hence, they can only be re-appointed for a period up to three years i.e. up toFinancial Year- 2016-2017.The Audit Committee and the Board of Directors recommend the re-appointment of M/s. Kantilal Patel & Co., CharteredAccountants, Ahmedabad as Statutory Auditors of the Company for the financial year 2015-2016 to hold office fromthe 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 tothe effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Act andthey are not disqualified under the Act. The Members are requested to consider their appointment as StatutoryAuditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of thenext 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 Reporta Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointedM/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 asAnnexure - 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 EquityShares 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 thenumerous advantages offered by the Depository system, members are requested to avail of the facility ofdematerialisation 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 withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed withthis 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 financialyear under review, no employee of the Company was in receipt of remuneration in excess of the limits set out inthe 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 anyact of serious misconduct or wrongful activity being occurred or suspected to occur within the organization, to hisimmediate HOD or the HR Head or directly to the concern Managing Director of the Company, as he may desire. Noemployee of the Company is denied access to the Audit Committee. The vigil mechanism/whisle blower policy is alsoavailable 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 from31st 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 courtsor 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 KeyManagerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of theCompanies 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 onprevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules madethereunder.


INSURANCE:All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and otherinsurable interest are adequately insured.TRADE RELATIONS :The Board desires to place on record its appreciation of the support and co-operation that your Company receivedfrom Distributors, Dealers, Stockiest, C&F Agents, Retailers and all others associated with your Company. It will beyour Company’s continued endeavor to build and nurture strong links with the trade, based on mutuality, respectand 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 byvarious 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 theCompany at all levels.The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank themfor their whole hearted co-operation and support at all times.

Date : 13th August, 2015. By Order of the Board of DirectorsPlace : Ahmedabad.

RAJESH R. GANDHICHAIRMAN

DEVANSHU L. GANDHIDIRECTOR


ANNEXURE – I TO THE DIRECTORS’ REPORTFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company(Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:1. CIN L51100GJ1985PLC0079952. Registration Date 13-07-19853. Name of the Company VADILAL ENTERPRISES LIMITED4. Category/Sub-category of the Company Public Limited Company5. Address of the Registered office & A-801, 8th Floor, Time Square Building,

contact details Nr. Lal Bungalow Cross, C. G. Road,Navrangpura, Ahmedabad – 380 009.

6. Whether listed company Listed at BSE Limited7. Name, Address & contact details of the MCS Share Transfer Agent Limited

Registrar & Transfer Agent, if any. 101, Shatdal Complex, 1st Floor, Opp. Bata Show Room,Ashram Road, Ahmedabad - 380 009.Tel. No.:(079) 26582878, 26581296 Fax No.: (079) 26584027

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or moreof the total turnover of the company shall be stated)

S. No. Name and Description of main NIC Code of the % to total turnoverproducts / services Product/service of the company

1 Ice-cream and Frozen Desert Product 1050 98.36% (Marketing)

2 Fruit Pulp, Frozen Fruits etc. (Marketing) 1030 1.64%III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -Sr. Name and Address of the CIN/GLN Holding/Subs % of Shares ApplicableNo. Company idiary/Associate held Section1 Vadilal Forex & Consultancy U93000GJ1995P Associate 28% 2(6)

Services LimitedVadilal House, LC026204Shrimali Society, Nr. NavrangpuraRailway Crossing, Navrangpura,Ahmedabad.

2 Majestic Farm House Limited U15200GJ1987P Associate 29.54% 2(6)9, Karnavati Society, LC009836Bhairavnath Road, Maninagar,Ahmedabad.

III. VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)Category-wise Share Holding

Category of No. of Shares held at the beginning of No. of Shares held at the end of the % ChangeShareholders the year[As on 31-March-2014] year[As on 31-March-2015] during

the year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

A. Promoter s

(1) Indian

a) Individual/ HUF 25284 0 25284 2.93 25284 0 25284 2.93 0.00

b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00

c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00

d) Bodies Corp. 105407 0 105407 12.22 105407 0 105407 12.22 0.00

e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

f) Any other 0 0 0 0.00 0 0 0 0.00 0.00

Directors’ Relatives 288674 16369 305043 35.36 299287 16369 315656 36.59 1.23

Sub Total(A)(1) 419365 16369 435734 50.51 429978 16369 446347 51.74 1.23



the yearDemat Physical Total % of Demat Physical Total % of

Total TotalShares Shares

(2) Foreign 429 0 429 0.05 429 0 429 0.05 0.00

Individuals(Non-ResidentsIndividuals/ForeignIndividuals)

Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00

Institutions 0 0 0 0.00 0 0 0 0.00 0.00

Any Others(Specify) 0 0 0 0.00 0 0 0 0.00 0.00

Sub Total(A)(2) 429 0 429 0.05 429 0 429 0.05 0

Totalshareholding 419794 16369 436163 50.56 430407 16369 446776 51.79 1.23of Promoter (A)B. PublicShareholding

1. Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00

d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00

e) Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00Funds

f) Insurance 0 0 0 0.00 0 0 0 0.00 0.00Companies

g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.00Capital Funds

i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (B)(1):- 0 0 0 0.00 0 0 0 0.00 0.00

2. Non-Institutions

a) Bodies Corp.

i) Indian 15562 600 16162 1.87 22569 600 23169 2.69 0.81

ii) Overseas

b) Individuals

i) Individual 209055 101311 310366 35.98 202312 97901 300213 34.80 -1.18shareholders holdingnominal sharecapital uptoRs. 1 lakh

ii) Individual 75504 0 75504 8.75 75143 0 75143 8.71 -0.04shareholders holdingnominal sharecapital in excessof Rs 1 lakh

c) Others (specify)

Non Resident Indians 11119 0 11119 1.29 9454 0 9454 1.10 -0.19

Overseas Corporate 0 0 0 0.00 0 0 0 0.00 0.00Bodies

Foreign Nationals 0 0 0 0.00 0 0 0 0.00 0.00

Clearing Members 0 0 0 0.00 0 0 0 0.00 0.00



the year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

Trusts 0 0 0 0.00 0 0 0 0.00 0.00

Foreign Bodies-DR 0 0 0 0.00 0 0 0 0.00 0.00

Hindu Undivided 13354 0 13354 1.55 7913 0 7913 0.92 -0.63Families (HUF)

Sub-total (B)(2):- 324594 101911 426505 49.44 317391 98501 415892 48.21 -1.23

Total Public 324594 101911 426505 49.44 317391 98501 415892 48.21 -1.23Shareholding(B)=(B)(1)+ (B)(2)C. Shares held by 0 0 0 0.00 0 0 0 0.00 0.00Custodian forGDRs & ADRs

Grand Total 744388 118280 862668 100.00 747798 114870 862668 100.00 0.00(A+B+C)

B) Shareholding of Promoter-Sr. Shareholder’s Name Shareholding at the beginning Shareholding at the end of % changeNo. of the year (31-3-2014) the year (31-3-2015) in shareholding

during the yearNo. of % of total %of Shares No. of % of total %of SharesShares Shares of Pledged / Shares Shares of Pledged /

the company the encumberedencumbered company to total

to total shares

1 Devanshu Laxmanbhai Gandhi 97122 11.26 0 97122 11.26 0 0.00

2 Rajesh Ramchandra Gandhi 75108 8.71 0 75108 8.71 0 0.00

3 Virendra Ramchandra Gandhi 69235 8.03 0 69235 8.03 0 0.00

4 Vortex Ice-Cream PrivateLimited 43308 5.02 0 43308 5.02 0 0.00

5 Vadilal Marketing Private 43299 5.02 0 43299 5.02 0 0.00Limited

6 Mamta Rajesh Gandhi 21029 2.44 0 21029 2.44 0 0.00

7 Byad Packaging Private 18700 2.17 0 18700 2.17 0 0.00Limited

8 Gandhi Virendra Ramchandra 11689 1.35 0 11689 1.35 0 0.00- Huf

9 Laxman R. Gandhi (Huf) 11479 1.33 0 11479 1.33 0 0.00

10 Janmajay Virendrabhai Gandhi 0 0.00 0 10613 1.23 0 1.23

10 Devanshu L. Gandhi 7902 0.92 0 8161 0.95 0 0.03

11 Ilaben V. Gandhi 7757 0.90 0 7757 0.90 0 0.00

12 Deval Devanshu Gandhi 4710 0.55 0 4710 0.55 0 0.00

13 Devanshu Laxmanbhai Gandhi 3262 0.38 0 3262 0.38 0 0.00


15 Surendrabhai Chamanlal 2380 0.28 0 2380 0.28 0 0.00Chokshi

16 Rajesh R. Gandhi - Huf 2116 0.25 0 2116 0.25 0 0.00

17 Virendra R. Gandhi 2036 0.24 0 2036 0.24 0 0.00

18 Nitaalishemali Piyush Surati 1826 0.21 0 1826 0.21 0 0.00

19 Ramchandra Ranchhodlal 1000 0.12 0 1000 0.12 0 0.00Gandhi


Sr. Shareholder’s Name Shareholding at the beginning Shareholding at the end of % changeNo. of the year (31-3-2014) the year (31-3-2015) in shareholding

during the yearNo. of % of total %of Shares No. of % of total %of SharesShares Shares of Pledged / Shares Shares of Pledged /

the company the encumberedencumbered company to total

to total shares


21 Sharmisthaben P. Surati 720 0.08 0 720 0.08 0 0.00

22 Piyushbhai C. Surati 500 0.06 0 500 0.06 0 0.00

23 Piyushbhai Chandulal Surati 450 0.05 0 450 0.05 0 0.00

24 Manojkumar Vadilal Modi 429 0.05 0 429 0.05 0 0.00

25 Piyush Chandulal Surati 400 0.05 0 400 0.05 0 0.00

26 Naynaben Surendrabhai Chokshi 400 0.05 0 400 0.05 0 0.00


28 R. R. Gandhi 300 0.03 0 300 0.03 0 0.00

29 R. R. Gandhi 300 0.03 0 300 0.03 0 0.00

30 R. R. Gandhi 300 0.03 0 300 0.03 0 0.00



33 Ilaben V. Gandhi 300 0.03 0 300 0.03 0 0.00

34 Ilaben V. Gandhi 300 0.03 0 300 0.03 0 0.00

35 Ramchandra R. Gandhi 300 0.03 0 300 0.03 0 0.00

36 R. R. Gandhi 300 0.03 0 300 0.03 0 0.00

37 R. R. Gandhi 300 0.03 0 300 0.03 0 0.00

38 Ramchandra R. Gandhi 300 0.03 0 300 0.03 0 0.00

39 R. R. Gandhi 300 0.03 0 300 0.03 0 0.00

40 Ilaben V. Gandhi 300 0.03 0 300 0.03 0 0.00


42 Ilaben V. Gandhi 300 0.03 0 300 0.03 0 0.00

43 Pushpaben Laxmanbhai Gandhi 259 0.03 0 0 0.00 0 -0.03

44 Virendra R. Gandhi 150 0.02 0 150 0.02 0 0.00

45 Sharmisthaben P. Surati 145 0.02 0 145 0.02 0 0.00

46 Mamtaben R. Gandhi 116 0.01 0 116 0.01 0 0.00

47 Vadilal Chemicals Limited 100 0.01 0 100 0.01 0 0.00

48 Kalpit Rajesh Gandhi 70 0.01 0 70 0.01 0 0.00


50 Pravinchandra P. Surati 40 0.00 0 40 0.00 0 0.00

TOTAL 436163 50.56 0 446776 51.79 0 1.23

C) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the Cumulative Shareholdingbeginning of the year during the year(As on 1-4-2014) (from 1-4-2014 to 31-3-2015)No. of shares % of totalshares No. of % of totalshares

of thecompany shares of thecompanyAt the beginning of the year 436163 50.56 436163 50.56Increase / Decrease in 10913 1.23 446776 51.79Promoters Shareholdingduring the year due torestructuring of promoters’groupAt the end of the year 446776 51.79 446776 51.79


D) Shareholding Pattern of top ten Shareholders:(Other than Directors, Promoters and Holders of GDRs and ADRs):SN For Each of the Top 10 Shareholding at the beginning of Cumulative Shareholding during the

Shareholders the year (As on 1-4-2014) year (from 1-4-2014 to 31-3-2015)

No. of % of total shares No. of % of total sharesshares of the company shares of the company

At the beginning of the year 110858 12.85 110858 12.85Increase / Decrease in 6975 0.81 117833 13.66Shareholding during the yeardue to transferAt the end of the year 117833 13.66 117833 13.66

E) Shareholding of Directors and Key Managerial Personnel:SN Shareholding of Each of Shareholding at the beginning of Cumulative Shareholding during the

the directors and KMP the year (As on 1-4-2014) year (from 1-4-2014 to 31-3-2015)

No. of % of total shares No. of % of total sharesshares of the company shares of the company

1. Mr. Rajesh R. Gandhi,DirectorAt the beginning of the year 78408 9.09 78408 9.09Increase / Decrease in 0 0 78408 9.09Promoters Shareholdingduring the yearAt the end of the year 78408 9.09 78408 9.09

2. Mr. Devanshu L. Gandhi,DirectorAt the beginning of the year 108886 12.62 108886 12.62Increase / Decrease in 259 0.03 109145 12.65Promoters Shareholdingduring the year due totransmissionAt the end of the year 109145 12.65 109145 12.65

3. Mrs. Mamta R. Gandhi,DirectorAt the beginning of the year 21145 2.45 21145 2.45Increase / Decrease in 0 0 21145 2.45Promoters Shareholdingduring the yearAt the end of the year 21145 2.45 21145 2.45

4. Mr. Vishal Surati,Chief Executive OfficerAt the beginning of the year 340 0.04 340 0.04Increase / Decrease in 0 0 340 0.04Promoters Shareholdingduring the yearAt the end of the year 340 0.04 340 0.04

5. Mr. Rajesh Bhaghat,Chief Financial OfficerAt the beginning of the year 0 0 0 0Increase / Decrease in 0 0 0 0Promoters Shareholdingduring the yearAt the end of the year 0 0 0 0

6. Mrs. Ruchita Gurjar,Company SecretaryAt the beginning of the year 1 0 1 0Increase / Decrease inPromoters Shareholdingduring the year 0 0 0 0At the end of the year 1 0 1 0


V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. Secured Loans Unsecured Deposits Total

excluding Loans Indebtednessdeposits

Indebtedness at the beginning ofthe financial year i) Principal Amount 818.56 33.85 163.09 1015.50ii) Interest due but not paid iii) Interest accrued but not due 3.58 0.33 10.52 14.43Total (i+ii+iii) 822.14 34.18 173.61 1029.93Change in Indebtedness during thefinancial year * Addition 79.50 152.38 11.38 243.26* Reduction -185.42 -11.34 - 173.61 - 370.37Net Change -105.92 141.04 -162.23 -127.11Indebtedness at the end of thefinancial year i) Principal Amount 713.89 172.84 8.14 894.87ii) Interest due but not paid iii) Interest accrued but not due 2.33 2.38 3.24 7.95Total (i+ii+iii) 716.22 175.22 11.38 902.82

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:

N.A. As the Company does not have any Managing Director, Whole-time Director or Manager.B. REMUNERATION TO OTHER DIRECTORSSN. Particulars of Name of Directors # Total

Remuneration Amount(Gross)

Mr.Rajesh Mr. Devanshu Mrs. Mamta Mr. Jayantilal Mr. Jignesh Mr. Ashish Mr. Preet Mrs.NiranjanaR. Gandhi L. Gandhi R. Gandhi# M. Shah J. Shah# Modi# P. Shah# A. Kapadia

1 IndependentDirectors Fee for attending 0 0 0 12000 2000 2000 2000 8000 26000board committeemeetingsCommission 0 0 0 0 0 0 0 0 0Others, please 0 0 0 0 0 0 0 0 0specifyTotal (1) 0 0 0 12000 2000 2000 2000 8000 26000

2 Other Non-Executive Directors Fee for attending 12000 12000 2000 0 0 0 0 0 0board committeemeetingsCommission 0 0 0 0 0 0 0 0 0Others, please 0 0 0 0 0 0 0 0 0specify

Total (2) 12000 12000 2000 0 0 0 0 0 26000 Total (B)=(1+2) 12000 12000 2000 12000 2000 2000 2000 8000 52000

Total Managerial 52000Remuneration (A+B) (Gross)

Overall Ceiling as 10% of Netper the Act Profit

# Appointed as an Additional Director w.e.f. 31st March, 2015.


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel Mr. Vishal Surati, Mr. Rajesh Bhaghat, Mrs. Ruchita Gurjar, Total

Chief Executive Chief Financial Company SecretaryOfficer Officer

1 Gross salary

(a) Salary as per provisions 1332636 651624 589824 2574084contained in section 17(1) of theIncome-tax Act, 1961

(b) Value of perquisites u/s 17(2) 665616 335936 20779 1022331Income-tax Act, 1961

(c) Profits in lieu of salary under 0 0 0 0section 17(3) Income-tax Act, 1961

2 Stock Option 0 0 0 0

3 Sweat Equity 0 0 0 0

4 Commission

- as % of profit 0 0 0 0

others, specify… 0 0 0 0

5 Others (Bonus, Insurance, Gratuity, 207702 107293 67940 382936Ex-gratia, Provident Fund)

Total 2205954 1094853 678543 3979351

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NILType Section of the Brief Details of Authority Appeal made,

Companies Description Penalty / [RD / NCLT/ if any (giveAct Punishment/ COURT] Details)

Compoundingfees imposed

A. COMPANY NILPenalty Punishment Compounding B. DIRECTORS NAPenalty Punishment Compounding C. OTHER NAOFFICERS INDEFAULTPenalty Punishment Compounding

ANNEXURE – II TO THE DIRECTORS’ REPORTForm AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read withrule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associatecompanies/joint ventures

Part “A”: SubsidiariesN.A. The Company does not have any subsidiary company.

Notes :1. Names of subsidiaries which are yet to commence operations: - NA2. Names of subsidiaries which have been liquidated or sold during the year. - NA


Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies andJoint VenturesI. VADILAL FOREX AND CONSULTANCY SERVICES LIMITED:

Sr Particulars Rs. in LacsNo1 Name of associate Vadilal Forex and

ConsultancyServices Limited

2 Latest audited Balance Sheet Date 31st March, 20153 Shares of Associate held by the company on the year endi No. 70000ii Amount of Investment in Associate 0.70

(Gross Rs. 7.00 Lacs Less Provision for Diminuition InValue of Investments Rs. 6.30 Lacs)

iii Extend of Holding% 28.00%4 Description of how there is significant influence -5 Reason why the Associate is not consolidated #6 Net worth attributable to shareholding as per latest audited Balance Sheet 0.357 Profit for the year (before tax) 16.65i Considered in Consolidationii Not Considered in Consolidation 16.65

II. MAJESTIC FARM HOUSE LIMITED:Sr Particulars Rs. in LacsNo1 Name of associate Majestic Farm

House Limited2 Latest audited Balance Sheet Date 31st March, 20143 Shares of Associate held by the company on the year endi No. 115200ii Amount of Investment in Associate 3.16

(Gross Rs. 11.52 Lacs Less Provision for Diminuition In Value ofInvestments Rs. 8.36 Lacs)

iii Extend of Holding% 29.54%4 Description of how there is significant influence -5 Reason why the Associate is not consolidated #6 Net worth attributable to shareholding as per latest audited Balance Sheet 4.647 Profit for the year (before tax) 2.68i Considered in Consolidation -ii Not Considered in Consolidation 2.68

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

Note : The Company does not have any Joint Ventures.Notes :1. Names of associates or joint ventures which are yet to commence operations - NA2. Names of associates or joint ventures which have been liquidated - NA

or sold during the year.

ANNEXURE – III TO THE DIRECTORS’ REPORTFORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related partiesreferred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transactionunder third proviso thereto.1. Details of contracts or arrangements or transactions not at Arm’s length basis : As per Enclosure - A2. Details of contracts or arrangements or transactions at Arm’s length basis : As per Enclosure - B


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17-2

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ANNEXURE – IV TO THE DIRECTORS’ REPORTNOMINATION AND REMUNERATION POLICY OF VADILAL ENTERPRISES LIMITED

Introduction:In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitableremuneration to all Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize theaspirations of human resources consistent with the goals of the Company and in terms of the provisions of theCompanies Act, 2013 and the listing agreement as amended from time to time this policy on nomination andremuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committeeand approved by the Board of Directors.Objective and purpose of the Policy:The objective and purpose of this policy are:• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become

Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and KeyManagerial positions and to determine their remuneration.

• To determine remuneration based on the Company’s size and financial position and trends and practices onremuneration prevailing in peer companies, in the Ice-cream industry.

• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior ManagementPersonnel.

• To provide them reward linked directly to their effort, performance, dedication and achievement relating to theCompany’s operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial personsand create competitive advantage.

In the context of the aforesaid criteria the following policy has been formulated by the Nomination and RemunerationCommittee at its meeting held on 29 th May, 2014 and adopted by the Board of Directors at its meeting held on 29 th

May, 2014.Effective Date:This policy shall be effective from 29 th May, 2014.Constitution of the Nomination and Remuneration Committee:The Board has changed the nomenclature of the existing Remuneration Committee of the Company by renaming itas Nomination and Remuneration Committee on 29 th May, 2014 and by re-constituting it as per the criteria laid downunder Section 178 of the Companies Act, 2013. At present, the Nomination and Remuneration Committee comprisesof following Directors:Sr. No. Name of the Member Designation Category1 Mr. Jignesh J. Shah Chairman Independent Director2 Mr. Devanshu L. Gandhi Member Non-executive and

Non-Independent Director3 Mr. Preet P. Shah Member Independent DirectorThe Board has the power to reconstitute the Committee consistent with the Company’s policy and applicable statutoryrequirement.Definitions:1. Board means Board of Directors of the Company.2. Directors means Directors of the Company.3. Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by

the Board.4. Company means Vadilal ENTERPRISES Limited.5. Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.6. Key Managerial Personnel (KMP) means -

(i) Chief Executive Officer and / or Managing Director;(ii) Whole-time Director;(iii) Chief Financial Officer;(iv) Company Secretary;(v) Such other officer as may be prescribed under the applicable statutory provisions /regulations.

7. Senior Management means personnel of the Company occupying the position of Chief Executive Officer (CEO)of any unit / division or Vice President including Vice President of any unit / division of the Company. Unless


the context otherwise requires, words and expressions used in this policy and not defined herein but definedin the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assignedto them therein.

Applicability:The Policy is applicable to :• Directors (Executive and Non Executive)• Key Managerial Personnel• Senior Management PersonnelGeneral:• This Policy is divided in three parts: Part – A covers the matters to be dealt with and recommended by the

Committee to the Board, Part – B covers the appointment and nomination and Part – C covers remuneration andperquisites etc.

• The key features of this Company’s policy shall be included in the Board’s Report.PART – AMATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE:The Committee shall:• Formulate the criteria for determining qualifications, positive attributes and independence of a director.• Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial

and Senior Management positions in accordance with the criteria laid down in this policy.• Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.PART – BPOLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT:• Appointment criteria and qualifications:1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person

for appointment as Director, KMP or at Senior Management level and recommend to the Board his / herappointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she isconsidered for appointment. The Committee has discretion to decide whether qualification, expertise andexperience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who hasattained the age of seventy years. Provided that the term of the person holding this position may be extendedbeyond the age of seventy years with the approval of shareholders by passing a special resolution based onthe explanatory statement annexed to the notice for such motion indicating the justification for extension ofappointment beyond seventy years.

• Term / Tenure:1. Managing Director/Whole-time Director:- The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive

Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.

2. Independent Director:- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company

and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure ofsuch appointment in the Board’s report.

- No Independent Director shall hold office for more than two consecutive terms, but such Independent Directorshall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.Provided that an Independent Director shall not, during the said period of three years, be appointed in or beassociated with the Company in any other capacity, either directly or indirectly. However, if a person who hasalready served as an Independent Director for 5 years or more in the Company as on 1st October, 2014 orsuch other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligiblefor appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that number of Boards on which suchIndependent Director serves is restricted to seven listed companies as an Independent Director and three listedcompanies as an Independent Director in case such person is serving as a Whole-time Director of a listedcompany.


• Evaluation:The Committee shall carry out evaluation of performance of every Director, KMP and Senior ManagementPersonnel at regular interval (yearly).

• Removal:Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or underany other applicable Act, rules and regulations and due to reasons of any fraud, mis-appropriation, cheating,siphoning away of funds, breach of duty, breach of trust, mis-management, financial or other irregularitiesfound in the Company, the Committee may recommend, to the Board with reasons recorded in writing, removalof a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act,rules and regulations.

• Retirement:The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of theCompanies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain theDirector, KMP, Senior Management Personnel in the same position / remuneration or otherwise even afterattaining the retirement age, for the benefit of the Company.

PART – CPOLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENTPERSONNEL• General:1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management

Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Companyand Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with thepercentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisionsof the Companies Act, 2013, and the rules made thereunder.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee tothe Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer,Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against anyliability, the premium paid on such insurance shall not be treated as part of the remuneration payable to anysuch personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shallbe treated as part of the remuneration.

• Remuneration to Whole-time / Executive / Managing Director, KMP and Senior ManagementPersonnel:

1. Fixed pay:The Whole-time Director / KMP and Senior Management Personnel shall be eligible for a monthly remunerationas may be approved by the Board on the recommendation of the Committee. The break -up of the pay scaleand quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, clubfees etc. shall be decided and approved by the Board on the recommendation of the Committee and approvedby the shareholders and Central Government, wherever required.

2. Minimum Remuneration:If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall payremuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act,2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess remuneration:If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums inexcess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the CentralGovernment, where required, he / she shall refund such sums to the Company and until such sum is refunded,hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

• Remuneration to Non- Executive / Independent Director:1. Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles ofAssociation of the Company and the Companies Act, 2013 and the rules made thereunder.


2. Sitting Fees:The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetingsof Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One lakh per meetingof the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Commission:Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

4. Stock Options:An Independent Director shall not be entitled to any stock option of the Company.

ANNEXURE – V TO THE DIRECTORS’ REPORTForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The MembersVADILAL ENTERPRISES LIMITEDRegd. Off : A/801, 8th Floor, “Time Square” Building,Nr. Lal Bunglow Char Rasta, NavrangpuraAhmedabad - 380006We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by VADILAL ENTERPRISES LIMITED (CIN : L51100GJ1985PLC007995) (hereinafter calledas the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conducts/statutory compliances and expressing our opinion thereon.Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other recordsmaintained by the Company made available to us and also the information provided by the Company, its officers,agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion,the Company has, during the audit period covering the Financial Year ended on 31st March, 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:We have examined the books, papers, minute books, forms and returns filed and other records maintained by theCompany as per Annexure A for the Financial Year ended on 31st March, 2015 according to the provisions of:(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):-(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009;(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999 / The Securities and Exchange Board of India (Share Based Employee Benifits) Regulations, 2014 (w.e.f. 28-10-2014);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;(f ) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) We further report that having regard to th compliance system prevailing in the company and on examinationof relevant documents and records in pursuance thereof, on test check basis, the company has generallycomplied with the provisions of Food Safety and Standards Act.


However, it has been found that there were no instances requiring compliance with the provisions of the lawsindicated at point (c ) to (h) of para (v) mentioned hereinabove during the period under review.We have also examined compliance with the applicable clauses of the Listing Agreements entered into by theCompany with the BSE Ltd.However, it was noted that compliance of secretarial standards issued by ICSI were not mandatory as perThe Act and none of the standards were notified during the period under review.During the period under review the Company has generally complied with the provisions of the Act, Rules,Regulations, Guidelines, mentioned hereinabove and there is adequate compliance management system for thepurpose of other laws. We have relied on the representations made by the Company and its officers for systemsand mechanisms formed by the Company for compliances under other laws and regulations applicable to theCompany and verification of documents and records on test check basis. We have relied on the report of internalas well as statutory auditors of the Company for compliance system relating to direct tax, indirect tax and othertax laws.However it has been inferred from the financials of the company that there were certain disputed statutorydues relating to taxes and duties which have been shown in contingent liabilities at Note No. 27.1 against whichappeals have been filed by the company as reported therein. The Company had made representation beforevarious authorities by taking legal recourse as per advise of legal counsel from time to time in the matter ofother litigations/disputes by and against the company under other commercial and tax laws.

We further report that(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Directors and Independent Directors. The changes in the composition of the Board ofDirectors that took place during the period under review were carried out in compliance with the provisionsof the Act.

(b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation atthe meeting.

(c) Majority decision is carried through generally while the dissenting members’ views are captured andrecorded as part of the minutes, wherever required.

We further report that there are adequate systems and processes in the Company commensurate with the sizeand operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines.We further report that during the audit period there were no specific events / actions having a major bearingon the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.Place: Ahmedabad Signature : Sd/-Date: 13-8-2015 Name of practicing C S : Ashish C. Doshi, Partner

SPANJ & ASSOCIATESCompany Secretaries

ACS/FCS No. : F3544C P No. : 2356

Note : This report is to be read with our letter of even date which is annexed as Annexure B and forms an integralpart of this report.

ANNEXURE - AList of documents verified1. Memorandum & Articles of Association of the Company.2. Minutes of the meetings of the Board of Directors, Committees of Board, held during the period under report.3. Minutes of General Body Meetings held during the period under report.4. Statutory Registers/Records under the Companies Act and rules made there under viz.

- Register of Directors & KMP- Register of Directors’ Shareholding- Register of loans, guarantees and security and acquisition made by the Company- Register of Members- Periodical BENPOS, Registers of DEMAT/REMAT and records made available from RTA

5. Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings.6. Declarations received from the Directors of the Company pursuant to the provisions of Section 299 of the


Companies Act, 1956 and 184 of the Companies Act, 2013.7. Intimations received from directors under the prohibition of Insider Trading and SEBI Takeover Code.8. e-Forms filed by the Company, from time-to-time, under applicable provisions of the Companies Act, 1956 and

Companies Act, 2013 and attachments thereof during the period under report.9. Intimations / documents / reports / returns filed with the Stock Exchanges pursuant to the provisions of Listing

Agreement during the period under report.10. Documents related to payments of dividend made to its shareholders.11. Communications/ Letters issued to and acknowledgements received from the Independent directors for

their appointment12. Various policies framed by the company from time to time as required under the Companies Act as well as listing

agreement/SEBI RegulationsAnnexure B

To,The MembersVADILAL ENTERPRISES LIMITEDRegd. Off : A/801, 8th Floor, “Time Square” Building,Nr. Lal Bunglow Char Rasta, NavrangpuraAhmedabad - 380006Sir,Sub : Secretarial Audit Report for the Financial Year ended on 31 st March, 2015Our report of even date is to be read along with this letter.1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility

is to express an opinion on these secretarial records based on our audit.2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of the Secretarial records. The verification was done on test basis toensure that correct facts are reflected in secretarial records. We believe that the processes and practices,we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of thecompany.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rulesand regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacyor effectiveness with which the management has conducted the affairs of the company.

Place: Ahmedabad Signature : Sd/-Date: 13-8-2015 Name of practicing C S : Ashish C. Doshi, Partner

SPANJ & ASSOCIATESCompany Secretaries

ACS/FCS No. : F3544C P No. : 2356


ANNEXURE – VI to the Directors’ Report:PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 are given below:a. The ratio of the remuneration of each director to the median remuneration of the employees of

the Company for the financial year and The percentage increase in remuneration of each director,chief executive officer, chief financial officer, company secretary in the financial year:Name of the Managing Directors, Ratio to median % increase in Comparison of theChief Financial Officer and remuneration remuneration Remuneration of theCompany Secretary of the in the financial KMP against the

employees year performance of theCompany.

Mr. Vishal Surati, Chief Executive N.A. 0%OfficerMr. Rajesh Bhaghat, Chief Financial N.A. 9% 101.01%Officer #Mrs. Ruchita Gurjar, Company N.A. 10%Secretary $The Company does not have any Managing Director or Whole-time Director or Manager. The Company does notpay any remuneration to the Non-executive Directors except sitting fees for attending Board and CommitteeMeetings.

b. The percentage increase in the median remuneration of employees in the financial year: 9.30%c. The number of permanent employees on the rolls of Company: 482d. The explanation on the relationship between average increase in remuneration and Company

performance:On an average, employees received an annual increase of 10%. The individual increments varied from 6% to14%, based on individual performance.In order to ensure that remuneration reflects Company performance, the performance pay is also linked toorganization performance, apart from an individual’s performance.

e. Market capitalisation of the Company & price earnings ratio:Date Market Price – EPS in Rs. Market % change

Closing (Rs.) Capitalisation Rs.in Crores

March 31, 2015 250.00 0.07 21.57 80.80%March 31, 2014 138.30 (7.02) 11.93

f. The average annual increase was around 10%.g. The key parameters for any variable component of remuneration of Kay Managerial Personnel of the Company

is linked with the Company performance and Individual Performance.h. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but

receive remuneration in excess of the highest paid director during the year:Not applicable.

i. The Company affirms remuneration is as per the remuneration policy of the Company.j. The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as, during thefinancial year under review, no employee of the Company was in receipt of remuneration in excess of the limitsset out in the said rules.


INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF VADILAL ENTERPRISE LIMITEDReport on the Financial StatementsWe have audited the accompanying financial statements of Vadilal Enterprise Limited (“the company”), which comprise the BalanceSheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summaryof significant accounting policies and other explanatory information.Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these financial statements that give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the accounting principles generally accepted in India, including the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibilityalso includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of theassets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenanceof internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required tobe included in the audit report under the provisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controlrelevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the company has in placeas adequate Internal Financial controls system over financial reporting and the effectiveness of such controls. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’sDirectors, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31 st March, 2015, and its profit and its cashflows for the year ended on that date.Report on other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the order”) issued by the Central Government of India in terms

of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in Paragraphs3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit.b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our

examination of those booksc) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement

with the books of account.d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of

the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board

of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms ofSection 164(2) of the Act.

( f ) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanationsgiven to us:I . The Company has disclosed the impact of pending litigations on its financial position in its financial statements as

referred to in Note 27.1.I I . The Company did not have any long-term contracts, including derivate contracts for which there were any material

foreseeable losses.I I I . There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection

Fund by the Company.For KANTILAL PATEL & CO.,

Chartered AccountantsFirm Registration No. 104744W

Mayank S. ShahPlace : Ahmedabad PartnerDate : June 01, 2015 Membership No.: 44922


For KANTILAL PATEL & CO.,Chartered Accountants

Firm Registration No. 104744W

Mayank S. ShahPlace : Ahmedabad PartnerDate : June 01, 2015 Membership No.: 44922

ANNEXURE REFERRED TO IN INDEPENDENT AUDITORS’ REPORT OF EVEN DATETO THE MEMBERS OF VADILAL ENTERPRISE LIMITED, ON THE FINANCIAL

STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015.i) In respect of fixed assets

(a ) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.(b ) The Company’s management has provided us with a representation that in respect of Deep freeze machines, push carts and freezer

on wheels lying with third parties the company has formulated a programme of physical verification of these assets over a period ofthree years. Major Deep freeze machines, push carts and freezer on wheels are verified as per formulated programme during the year.No material discrepancies were noticed on such physical verification.Other assets viz. furniture & office equipments have not been verified during the year. In absence of physical verification of such fixedassets, material discrepancies if any could not be ascertained.

i i ) (a ) Physical verification at reasonable intervals has been carried out by the management in respect of inventory. In our opinion, thefrequency of verification is reasonable.

(b ) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventoriesfollowed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventoryand the discrepancies noticed on such physical verification between physical stocks and book records have been adequately dealt within the books of account.

ii i) The Company has not granted any loan secured or unsecured to companies, firms or other party covered in the register maintained undersection 189 of the Companies Act, 2013. Accordingly, paragraphs 3(iii) (a) and (b) of the Order are not applicable.

iv) In our opinion and as per the information and explanation given to us, having regard to the explanation that, except for purchase items ofinventory which are of special nature for which suitable alternative sources do not exist, there is an adequate internal control commensuratewith the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

v) The company has accepted deposits from members during the year under audit and the directives issued by Reserve Bank of India andprovisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are generallycomplied with.We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of Indiaor any Court or any other Tribunal.

vi) The Company is a trading company, hence paragraph 3(vi) is not applicable.vii) (a ) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance,

investor education and protection fund, sales-tax, income-tax, wealth tax, service tax, duty of customs, duty of excise, cess and othermaterial statutory dues as applicable with the appropriate authorities.According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid statutory dues wereoutstanding as at 31st March, 2015 for the period of more than six months from the date they become payable.

(b ) The details of disputed statutory dues as at March 31, 2015 that have not been deposited by the company, are as under:(` in lakhs)

SrNo Dispute under: Amt. (net of Nature of Dues Period to which Forum wheredeposit) the amount Relates dispute is pending

(i) Central Sales Tax Act, 1956 0.44 CST Assessment demand 2008-09 Joint commissioner (A)and Sales Tax Act 13.51 Sales tax demand 2008-09 Tribunal

10.05 2008-09 D.Comm (Appeals)50.19 2009-10 Tribunal17.47 2009-10 Dy .Comm7.00 2010-11 Dy .Comm0.72 2012-13 Joint commissioner (A)

(ii) Income Tax Act 1961 24.96 Income tax Demand A.Y. 1993-94 High Court19.14 Income tax Demand A.Y. 1994-95 High Court1.15 Penalty u/s 271 D A.Y. 2010-11 CIT (A)5.73 Penalty u/s 271(1)(c) A.Y. 2008-09 CIT (A)

(c) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of theCompanies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

viii) The Company neither has any accumulated losses nor has incurred any cash losses during the financial year covered by our audit and theimmediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanation given by the management, we are of the opinion that Companyhas not defaulted in repayment of dues to the banks. The Company has not taken any loan from financial institution. The Company has notobtained any borrowing by way of debentures.

(x) To the best of our knowledge and belief and according to the information and explanations given to us the Company has given guaranteeof Rs 800 Lacs for loans taken by others from banks or financial institutions. In our opinion and based on the information and explanationsgiven to us, the terms and conditions are not prejudicial to the interests of the Company.

xi) Based on information and explanations given to us by the management, term loan was applied for the purpose for which the loan wasobtained.

xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per theinformation and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported duringthe year nor we have been informed of any such case by the management.


BALANCE SHEET AS AT 31ST MARCH, 2015

AS AT AS AT31.03.2015 31.03.2014

NOTES (` in Lacs) (` in Lacs)

As per our report of even date. For and on behalf of the Board of Directors of Vadilal Enterprises Ltd.

For KANTILAL PATEL & CO. Rajesh R. Gandhi - ChairmanChartered Accountants Devanshu L. Gandhi - DirectorFirm Registration No.104744W Rajesh Bhagat - Chief Financial Officer

Ruchita Gurjar - Company Secretary

Mayank S. ShahPartner Place: AhmedabadMembership No.: 44922 Date : 1st June, 2015

Place: AhmedabadDate : 1st June, 2015

I EQUITY & LIABILITIES1) SHAREHOLDERS’ FUND :a) Share Capital 2 86.26 86.26b) Reserves & Surplus 3 306.09 366.19

Sub Total 392.35 452.45

2) NON-CURRENT LIABILITIESa) Long-term borrowings 4 115.79 352.58b) Long-term Provisions 5 31.58 14.37

Sub Total 147.37 366.953) CURRENT LIABILITIESa) Short-term borrowings 6 598.99 436.17b) Trade Payables 7 4024.74 5,703.42c) Other current liabilities 8 5509.92 4,264.07d) Short-term provisions 9 91.49 79.97

Sub Total 10225.14 10,483.63

Total 10764.86 11303.03

II ASSETS1) NON-CURRENT ASSETSa) Fixed Assets

Tangible Assets 10 3379.16 3,017.97Intangible Assets 44.22 47.69Capital Work in Progress 650.38 309.62

b) Non-current Investments 11 4.48 4.48c) Deferred tax assets (Net) 12 167.67 142.78d) Long-term loans and advances 13 3313.99 2,608.41e) Other Non-Current Assets 14 16.02 4.30

Sub Total 7575.92 6,135.25

2) CURRENT ASSETSa) Inventories 15 108.67 128.70b) Trade Receivables 16 2124.09 2,678.35c) Cash & bank balances 17 68.34 83.87d) Short-term loans & advances 18 727.81 2,013.03e) Other current assets 19 160.03 263.83

Sub Total 3188.94 5,167.78

Total 10764.86 11,303.03

Summary of significant accounting policies 1The accompanying notes are integral part of the financial statements.


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

YEAR ENDED YEAR ENDED31.03.2015 31.03.2014

NOTES (` in Lacs) (` in Lacs)

As per our report of even date. For and on behalf of the Board of Directors of Vadilal Enterprises Ltd.





IncomeI Revenue from Operation (net) 20 41846.23 36,654.09

II Other Income 21 121.50 297.67

III Total Revenue ( I+ II ) 41967.73 36,951.76

IV ExpensesPurchase of traded goods 22 35442.35 30,891.45

(Increase) / decrease in traded goods 23 12.20 1.02

Employee benefit expense 24 1423.76 1,221.67

Other Expenses 25 4329.48 4,236.18

Total (IV) 41207.79 36,350.32

V Earning before interest,tax,depreciation & amortization (III-IV) 759.94 601.44

VI Finance Cost 26 118.88 148.57

VII Depreciation & Amortization Expense 10 640.18 540.13

(Net Off Depreciation Rs.NIL (P.Y. ` 4.09 Lacs)

excess provided in earlier year)

VIII Profit/(Loss) Before Tax (V-VI-VII) 0.88 (87.26)

IX Tax Expense [Refer Note No.1-H ]

- Current Tax (MAT Tax) 9.35 -

Less:MAT Credit Entitlement (9.35) -

- -

- Deferred Tax Charge/(Release) 0.28 (17.81)

- Income Tax Written-off /(Written back) of earlier years - (8.90)

Total (IX) 0.28 (26.71)

X Profit/(Loss) for the year (VIII-IX) 0.60 (60.55)

Earnings per equity share [Nominal value of share ` 10] 28.5Basic & Diluted 0.07 (7.02)

(Computed on the basis of total profit/(loss) for the year)

Summary of significant accounting policies 1

The accompanying notes are integral part of the financial statements.


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

Year Ended Year Ended31.03.2015 31.03.2014

(` in Lacs) (` in Lacs)A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/(Loss) before tax from continuing operations 0.88 (87.26)Non-cash Adjustment to reconcile profit before tax to net cash flows

Depreciation and amortization expense 640.18 540.13Depreciation Fund written Back (15.57) -(Profit)/Loss on Sale of Fixed Assets (1.31) 2.15Provisions for doubtful advance/debtors 48.24 64.43Bad debts/advances written off 91.28 37.68Fixed Assets written off 4.19 23.17Loss due to fire - 0.14Dividend Income (0.08) (0.08)Interest Income (26.64) (171.28)Interest Expenses 118.88 148.57Excess Provision Written Back (49.37) (99.94)Scrap sale of Assets (29.21) (21.36)

Operating profit before working capital changes 781.47 436.35Movements in working capital :

Increase/(decrease) in trade payables (1671.93) (581.15)Increase/(decrease) in long-term provisions 17.21 14.37Increase/(decrease) in short-term provisions 10.27 23.62Increase/(decrease) in other current liabilities 1343.37 507.49Decrease/(increase) in trade receivables 422.18 (63.18)Decrease/(increase) in other receivables (36.52) (96.07)Decrease/(increase) in inventories 20.03 27.04Decrease/(increase) in long-term loans and advances (703.67) (6.57)Decrease/(increase) in short-term loans and advances 1285.22 475.99

Cash Generated from/(used in) operations 1467.63 737.89Direct taxes paid (net of refunds) (8.33) (19.33)Net cash flow from/(used in) operating activities (A) 1459.30 718.56

B. CASH FLOW FROM INVESTING ACTIVITIES :Purchase of fixed assets/CWIP (1406.04) (1,149.76)Proceeds from sale of fixed assets 31.71 48.39Investments in bank deposits (having original maturity of more than (21.21) (18.77)three months)Redemption/maturity of bank deposits (having original maturity of more 18.01 41.08than three months)Interest received 166.96 195.95Dividend received 0.08 0.08Net cash flow from/(used in) investing activities (B) (1210.49) (883.03)

C. CASH FLOW FROM FINANCING ACTIVITIES :Proceeds from long term borrowings - 210.94Repayment of long term borrowings (279.82) (156.38)Repayment/Receipt of short-term borrowings(net) 162.82 (24.15)Interest paid (130.73) (142.49)Dividend paid (6.92) (9.86)Tax on Equity Dividend (1.17) (1.76)Net cash flow from/(used in) in financing activities (C) (255.82) (123.70)Net increase / (Decrease) in cash equivalents(A+B+C) (7.01) (288.17)Net Cash equivalents as at 01.4.2014(Opening Balance) 67.56 355.73TOTAL - > 60.55 67.55Major Components of Cash and Cash Equivalents as at 31.03.2015 31.03.2014Cash on hand 10.89 4.74Balance With Banks - On Current Accounts 22.42 60.12

- Deposit Repayment Reserve Account 18.63- On Deposit Account - -- Cheques on Hand 5.93- Unclaimed Dividend Accounts* 2.68 2.70

60.55 67.56* The company can utilize this balance only towards settlement of unclaimed dividend.Notes : 1) The above cash flow has been prepared under Indirect Method set out in AS 3, issued by The Institute of Chartered Accountants of India. 2) Previous years figures have been restated wherever necessary to make them comparable with current year figures.

This is the Cash Flow Statement referred to in our report of even date

For KANTILAL PATEL & CO. For and on behalf of the Board of Directors of Vadilal Enterprises Ltd.Chartered AccountantsFirm Registration No.104744W Rajesh R. Gandhi - Chairman

Devanshu L. Gandhi - DirectorMayank S. Shah Rajesh Bhagat - Chief Financial OfficerPartner Ruchita Gurjar - Company SecretaryMembership No.: 44922

Place: Ahmedabad Place: AhmedabadDate : 1st June, 2015 Date : 1st June, 2015


Company InformationVadilal Enterprise Limited is a public company domiciled in India and incorporated under the provisions of theCompanies Act, 1956. Its shares are listed on Bombay stock exchange in India. The Company is engaged inthe 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 & AndhraPradesh.

Note No.1.Significant accounting policiesA) USE OF ESTIMATES:

Preparation of financial statements in confirmity with the generally accepted accounting principles requiremanagement to make estimates and assumptions that affect the reported amounts of the financial statementsand the reported amount of revenue and expenses during the reporting period. Difference between the actualresults and estimates, are recognised in the period in which the results are known/materialised.

B) FIXED ASSETS AND DEPRECIATION:TANGIBLE ASSETS :(i) Fixed assets are stated at cost of acquisition & installation,less accumulated depreciation and impairment

loss, if any. Borrowing costs incurred during the period of construction/ acquisition of assets are addedto the cost of Fixed Assets. Major expenses on modification /alterations increasing efficiency/capacityof the plant are also capitalised. Exchange differences arising out of fluctuations in exchange rate onsettlement/period end in long term foreign currency monetary liabilities used for acquisition of fixed assetsare adjusted to the cost of the fixed assets and depreciated over the remaining useful life of the asset.

INTANGIBLE ASSETS :(ii) Intangible assets are carried at cost less accumulated amortisation and impairment if any.DEPRECIATION & AMORTISATION :(iii) (a) Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the

Companies Act, 2013 except in respect of the following assets,where useful life is different thanthose prescribed in Schedule II are used.Particulars Estimated Useful LifeBuilding1.) Office Building 58 YearsPlant & Machinery1.) Push Carts,Tricycles, & Insulated Iron / Plastic Boxes 5 Years2.) Specific assets of Parlour 3 Years3.) Freezer on wheels 7 Years

(b) Software is amortised on straight line basis over a period of five years.(iv) IMPAIRMENT OF ASSETS:

The carrying amount of assets is reviewed at each balance sheet date for any indication of impairmentbased on internal/external factors. An impairment loss is recognised wherever the carrying amount oftangible assets exceeds its recoverable amount.The recoverable amount is measured as the higher ofthe net selling price & the value in use determined by the present value of estimated future cash flows.

C) INVESTMENTS:Investments are classified as non current investments and are stated at cost. A Provision for diminution in thevalue of non current investments is made for each investment individually,only if such decline is other thantemporary.

D) INVENTORIES:Inventories are valued as under:INVENTORY VALUATION METHOD(i) Finished Goods : At lower of Cost or Net realisable value. Cost is determined on ‘FIFO’ basis.

(Trading)(ii) Machinery Parts : At lower of Cost or Net realisable value. Cost is determined on ‘Weighted Average’

basis.Due provision for obsolescence and wear & tear is made.E) REVENUE RECOGNITION:

(i) Revenue is recognised when it is earned and no significant uncertainty exists as to its realisation orcollection. Revenue from Sale of goods is recognised on delivery of the products, when all significantcontractual obligations have been satisfied, the property in goods is transferred for a price, significantrisks and rewards of ownership are transferred to the customers and no effective ownership is retained.

(ii) Sales are shown net of Damages, Trade Discount and Special Scheme Discount.Sales do not include ValueAdded Tax.


(iii) Service charges income are accounted when there is reasonable certainty of recovery.(iv) Dividend income from Investment is accounted for when the right to receive is established(v ) Interest income is recognised on time proportion basis taking into account the amount outstanding and the

rate applicable.(vi) Lease Rent income are accounted when there is reasonable certainty of recovery.

F) EMPLOYEES BENEFITS :(a) Short Term Employee Benefits :

All employee benefits payable wholly within twelve months of rendering the services are classified asshort term employee benefits. Benefits such as salaries, wages, short term compensated absences, etc,and the expected cost of bonus, ex-gratia are recognised in the period in which the employee rendersthe related service.

(b) Post-Employment Benefits :(i) Defined Contribution Plans :

State Governed provident fund scheme and employees state insurance scheme are definedcontribution plans. The contribution paid / payable under the schemes is recognised during the periodin which the employees renders the related services.

(ii) Defined Benefit Plans:The employee’s gratuity fund scheme and compensated absences is company’s defined benefitplans.The present value of the obligation under such defined benefit plan is determined based on actuarialvaluation using the projected Unit Credit Method, which recognises each period of service as givingrise to additional unit of employee benefits entitlement and measures each unit separately to buildup the final obligation.The obligation is measured at the present value of the estimated future cash flows. The discountrates used for determining the present value of the obligation under defined benefit plans, is basedon the market yields on Government Securities as at the balance sheet date, having maturity periodsapproximating to the terms of related obligations.Acturial gains and losses are recognised immediately in the profit and loss account.In case of funded plans, the fair value of the plan assets is reduced from the gross obligations underthe defined benefit plans, to recognise the obligation on net basis.Gains or losses on the curtailment or settlement of any defined benefits plans are recognised whenthe curtailment or settlement occurs. Past service cost is recognised as expense on a straight -linebasis over the average period until the benefits become vested.

(c ) Long term employee benefits :The obligation for long term employee benefits such as long term compensated absences, is recognisedin the same manner as in case of defined benefit plans as mentioned in b)ii) above.

G) BORROWING COST:Borrowing cost utilized for acquisition,construction or production of qualifying assets are capitalised as partof cost of such assets till the activities necessary for its intended use are complete. All other borrowing costsare charged in statement of profit & loss of the year in which incurred.

H) TAXES ON INCOME :a) Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred

tax is recognised,on timing differences,being the difference between taxable income and accountingincome that originate in one period and are capable of reversal in one or more subsequent periods. Wherethere is unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only ifthere is virtual certainity of realisation of such asset.Other deferred tax assets are recognised only tothe extent there is resonable certainity of realisation in future. Such assets are reviewed at each BalanceSheet date to reassess realisation.

b) MAT Credit EntitlementMAT credit is recognised as an asset only when there is convincing evidence that the company will paynormal incoome tax within the specified period. The asset shall be reviewed at each balance sheet date.

I) FOREIGN CURRENCY TRANSACTIONS:(i) Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing

at the time of the transaction.(ii) Assets and Liabilities related to foreign currency transactions remaining unsettled at the end of the year

are translated at the year-end rates and those covered by forward exchange contracts are translatedat the rate ruling at the date of transaction as increased or decreased by the proportionate differencebetween the forward rate and exchange rate on the date of transaction,such difference having beenrecognised over the life of the contract. The difference in translation of current assets and currentliabilities is recognized in the statement of Profit & Loss.

(iii) Exchange differences, in respect of accounting periods commencing on or after 7th December,2006


AS AT AS AT31.03.2015 31.03.2014

(` in Lacs) (` in Lacs)

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31st MARCH 2015

arising on reporting of long-term foreign currency monetary items at rates different from those at whichthey were initially recorded during the period, or reported in previous financial statements, in so far asthey relate to the acquisition of a depreciable capital asset, are added to or deducted from the cost ofthe asset and are depreciated over the remaining useful life of the asset, and in other cases areaccumulated in a “Foreign currency Monetary item Translation Difference Account” in the company’sfinancial statements and amortised Account” in the company’s financial statements and amortised overthe balance period of such long term asset/liability but not beyond accounting period ending on or before31st March, 2020.

J) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:Provisions are recognised when the company has present legal or constructive obligation,as a result of pastevents,for which it is probable that an outflow of resources embodying economic benefits will be required tosettle the obligation and a reliable estimate can be made for the amount of the obligation.These are reviewedat each year end and adjusted to reflect the best current estimate.Contingent Liabilities are disclosed by way of notes to Accounts. Contingent Assets are neither recognisednor disclosed in the financial statements.

K) CONTINGENCIES AND EVENTS OCCURRING AFTER BALANCE SHEET DATE:All contingencies and events occurring after Balance Sheet date which have a material effect on the financialposition of the company are considered for preparing the financial statement.

L) EARNINGS PER SHARE:Basic Earning Per Share are calculated by dividing the net profit or loss for the period attributable to equityshareholders by the weighted average number of equity shares Outstanding during the period. For the purposeof calculating diluted earning per share, the net profit or loss for the period attributable to equity shareholdersand the weighted average number of shares outstanding during the period are adjusted for the effects of alldilutive potential equity shares.

M ) LEASES :Leases, where the lessor effectively retains substaintially all the risks and benefits of ownership of the leasedassets are classified as operating leases. Operating lease payments are recognized as an expenses in thestatement of profit and loss.

N) CASH AND CASH EQUIVALENTS :Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand andshort term investments with an orignal maturity of three months or less.

O) CASH FLOW STATEMENT :Cash flow statement is prepared using the indirect method, whereby profit before extraordinary item and taxis adjusted for the effect of transations of non - cash nature and any deferrals or accruals of past or futurecash receipts or payment. The cash flow from operating, investing and financing of the company aresegregated based on the available informations.

Note : 2Share Capital :Authorised :20,00,000 (P.Y 20,00,000) Equity Shares of ` 10/-each 200.00 200.00

Issued & Subscribed :8,70,148 (P.Y.8,70,148) Equity Shares of ` 10/- each 87.01 87.01

Paid Up :8,62,668 (P.Y.8,62,668) Equity Shares of ` 10/- each 86.26 86.26

86.26 86.26

Reconciliation of the shares outstanding at the beginning andat the end of the reporting period

31.03.2015 31.03.2014Equity Shares No. ` in Lacs No. ` in LacsAt the beginning of the year 862,668 86.26 862668 86.26Outstanding at the end of the year 862,668 86.26 862668 86.26


Terms/rights attached to equity sharesThe company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equityshare is entitled to one vote per share. The company declares & pays dividends in Indian rupees. The dividendproposed 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 equityshareholders was ` 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 assetsof the company,after distribution of all preferential amounts. The distribution will be distributed in the number ofequity 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 equityshares 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.

31.03.2015 31.03.2014Equity Shares of ` 10 each fully paid No. %Holding No. %Holding

in the class in the class

1 Devanshu Laxmanbhai Gandhi 109,145 12.65 108,886 12.622 Rajesh Ramchandra Gandhi 78,408 9.09 78,408 9.093 Virendra Ramchandra Gandhi 72,347 8.39 72,347 8.394 Vortex Ice-cream Pvt. Ltd. 43,308 5.02 43,308 5.025 Vadilal Marketing Pvt. Ltd. 43,299 5.02 43,299 5.02As per records of the company,including its register of shareholders/members and other declarations received from shareholdersregarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

AS AT AS AT31.03.2015 31.03.2014

(` in Lacs) (` in Lacs)Note : 3Reserves & Surplus:Capital ReserveBalance as per last financial statement 0.37 0.37Securities Premium AccountBalance as per last financial statement 93.21 93.21General ReserveBalance as per last financial statement 272.61 275.00Less:Amount transferred to Accumulated Surplus for proposed equity dividend 7.70 2.39Less:Carrying Value of Fixed Assets whose life has been completed 52.40 -(Net of DTA ` 25.17 Lacs ) Refer Note No.10(4)

212.51 272.61Surplus in the statement of profit & lossBalance brought forward from the last year 0.00 66.23Add:Profit/(Loss) After Tax for the year 0.60 (60.55)Add:Amount transferred from General Reserve for proposed equity dividend 7.70 2.39Less:Appropriation

Proposed Equity Dividend (amount per share ` 0.80, P.Y. ` 0.80) 6.90 6.90Tax on Proposed Equity Dividend 1.40 1.17

0.00 0.00

TOTAL -> 306.09 366.19

Note: 4 Non-current portion Current maturities31.03.2015 31.03.2014 31.03.2015 31.03.2014

Long Term Borrowings ` in lacs ` in lacs ` in lacs ` in lacs[A] Term Loans:

From Banks: (Secured) 0.20 70.16 69.96 69.96From Others: (Secured) 98.81 197.63 98.82 98.82

(Unsecured) 10.39 22.84 12.45 11.01

109.40 290.63 181.23 179.79Less:-Amount disclosed under the head

other current liabilities’’(Refer Note No. 8) - - 181.23 179.79

Net Amount [ A ] 109.40 290.63 - -


Non-current portion Current maturities31.03.2015 31.03.2014 31.03.2015 31.03.2014` in lacs ` in lacs ` in lacs ` in lacs

[B] Other Loans & Advances:From Bank (Secured) - 0.99 0.99 13.06

- 0.99 0.99 13.06Less:-Amount disclosed under the headother current liabilities’’(Refer Note No. 8) - - 0.99 13.06

Net Amount [ B ] - 0.99 - -[C] Fixed Deposits from Public: (Unsecured) 6.39 60.96 - 32.40

Less:-Amount disclosed under the headother current liabilities’’(Refer Note No. 8) - - - 32.40

Net Amount [ C ] 6.39 60.96 - -

TOTAL [ A+B+C ] 115.79 352.58 - -

Note : Repayment schedule of LoanName of the Bank Original Outstanding Balance Rate of Remaining no. of Installments

Loan amount 31.03.2015 31.03.2014 interest` in Lacs ` in Lacs ` in Lacs

1) Bank of India (Refer Note No.i) 350.00 70.16 140.12 15% 12 of ` 5.83 Lacs & 1 of ` 0.20 Lacs2) Car Loan (Refer Note No. ii)

H.D.F.C Bank Limited 25.89 0.99 14.05 12.50% 1 EMI of ` 0.99 lac *3) IBM India Pvt.Ltd.(Refer Note No.iii)45.84 22.84 33.85 13% 7 Quarter ly Ins tal lment of Rs.3.68 lacs each*4) Tata Capital Financial Services Ltd.350.00 197.63 296.45 14% 24 of ` 8.23 lacs each

(Refer Note No.iv)291.62 484.47

5) Fixed Deposits 6.39 93.36 10.25%to 24 to 36 months based on11% period of deposits

* Each EMI includes interest portion also.(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. Alsosecured on 2nd charge by hypothecation on specific equipments and machineries financed by Tata CapitalFinancial Services Ltd.)(Also Secured on 1st charge by Equitable Mortgage by simple deposit of Title Deeds in respect of immovableproperties 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. Alsosecured on 1st charge by hypothecation on specific equipments and machineries financed by Tata CapitalFinancial Services Ltd.(Also Secured on 2nd charge by Equitable Mortgage by simple deposit of Title Deeds in respect of immovableproperties of the company I.e.First Floor of Vadilal House situated at Shrimali Soc., Navrangpura, Ahmedabad)(Guaranteed by some of the Directors & group Company)

AS AT AS AT31.03.2015 31.03.2014


Note: 5Long Term ProvisionsProvision for Gratuity (Refer Note No.28.1) 31.58 14.37

TOTAL -> 31.58 14.37Note: 6Short Term BorrowingsLoans repayable on demand from bank :Working Capital Loan :- (Secured) 445.11 367.94(Secured on 1st charge by hypothication on (i) movable assets of the


AS AT AS AT31.03.2015 31.03.2014


Company such as Deep Freeze Machine,Refrigerator 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 Debtsand Receivables of the Company.Also secured on 2nd charge by hypothecationon specific equipments and machineries financed by Tata Capital FinancialServices Limited.

(Also secured on 1st charge by Equitable Mortgage by simple deposit of TitleDeeds in respect of immovable property of the Company I.e. First Floor ofVadilal House situated at Shrimali Society, Navrangpura,Ahmedabad.)

(Guaranteed by some of the Directors & group Company)

The cash credit is repayable on demand and carries interest @14% p.a.

Loans From Related Parties : (Refer Note No.28.2) (Unsecured) 152.13 -(Repayable on demand @ 10.50%)

Fixed Deposits from Public (Unsecured) 1.75 68.23(Repayable within 12 months with interest 10.25%)

TOTAL -> 598.99 436.17

Note : 7Trade PayablesTrade payables (Refer Note No.27.3 & 28.2) 4024.74 5,703.42

TOTAL -> 4024.74 5,703.42

Note : 8Other Current Liabilities:(a) Security Deposits from Dealers/Distributors (Interest Free) 3985.67 3,448.81(b) Current maturities of long-term borrowings (Refer Note No.4) 182.22 225.25(c ) Interest accrued but not due on borrowings 5.82 14.43(d) Interest accrued and due on borrowings 0.38 3.62(e) Advance received from customers 166.91 97.00( f ) Unclaimed Dividend * 2.68 2.70(g) Unclaimed Matured deposits * 1.05 2.41(h) Creditors for Capital Goods 479.77 254.73(i) Other payables 106.81 63.68(j) Statutory Dues 160.49 44.76(k) Book overdraft in current a/c with Banks 418.12 106.68

TOTAL - > 5509.92 4,264.07

*Not due for transfer to Investor,Education & Protection FundNote 9 : Short Term ProvisionsProvision for employee benefits:Provision for Gratuity (Refer Note No.28.1) 31.95 27.83Provision for Compensated Absences 45.71 39.56Others:Provision for Income-Tax ( Net of Advance Tax) 5.53 4.51Proposed Dividend 6.90 6.90Dividend Tax on Proposed Dividend 1.40 1.17

91.49 79.97


Note 10 : Fixed Assets (Refer Note No.1-B) ` in LacsGROSS BLOCK (At Cost) DEPRECIATION NET BLOCK

As on Add i - Deduc- As on Up to For the Deduc- Upto As on As on 01.04.14 tion tion 31.03.15 01.04.14 year t ion 31.03.15 31.03.15 31.03.14

1) Tangible AssetsBui ld ing 56 .1 1 - - 56 .1 1 30 .6 2 0 .98 - 31 .6 0 24 .5 1 25 .4 9Plant & Machinery 5 ,953 .91 1 ,062 .64 121.70 6894 .85 3031 .57 679.73 101.30 3 ,610 .00 3 ,284 .85 2 ,922 .34Off ice Equipments 35 .1 9 15 .2 4 - 50 .4 3 20 .7 8 7 .98 - 28 .7 6 21 .6 7 14 .4 1Furniture& Fixtures 35 .2 2 0 .22 - 35 .4 4 18 .5 7 2 .33 - 20 .9 0 14 .5 4 16 .6 5Veh i c l es 190.89 8 .22 8 .21 190.90 151.81 13 .3 0 7 .80 157.31 33 .5 9 39 .0 8

6 ,271 .32 1 ,086 .32 129.91 7 ,227 .73 3 ,253 .35 704.32 109.10 3 ,848 .57 3 ,379 .16 3 ,017 .972) Intangible AssetsComputer Software 57 .2 1 9 .96 - 67 .1 7 9 .52 13 .4 3 - 22 .9 5 44 .2 2 47 .6 9Total......1) & 2) 6,328.53 1,096.28 1 29 .9 1 7,294.90 3,262.87 7 17 .7 5 1 09 .1 0 3,871.52 3,423.38 3,065.663) Capital Work in progress 309.62 1 ,155 .88 815.12 650.38 - - - - 650.38 309.62Grand Total 6,638.15 2,252.16 9 45 .0 3 7,945.28 3,262.87 7 17 .7 5 1 09 .1 0 3,871.52 4,073.76 3,375.28Previous Year 5 ,845 .59 2 ,203 .53 1 ,410 .97 6638 .15 3027 .45 544.22 308.80 3 ,262 .87 3 ,375 .28

[1] Vehicles amounting to ` 35.39 lacs (P.Y. ` 35.39 lacs) are held in the Name of Directors of the company.[2] Gross Block of ` 7294.90 lacs (P.Y.` 6328.53 lacs) and Depreciation up to 31-03-15 of ` 3871.52 lacs

(P.Y. ` 3262.87 lacs) include amount of ` 1258.01 lacs (P.Y. ` 990.18 lacs) which represents Fixed Assetsfully depreciated and Net Block value of respective fixed assets is ` NIL (P.Y.` NIL)

[3] Plant & Machinery includes Deep Freeze Machine & Freezers on Wheels given on cancellable operating lease.Gross Block ` 1806.90 lacs (P.Y.` 1526.10 lacs) Accumulated Depreciation ` 250.55 lacs (P.Y. ` 209.71 lacs)Net Carrying Amount `1556.35 lacs (P.Y. `1316.39 lacs)

[4] Pusuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives asspecified in Schedule II, except in respect of certain assets as disclosed in Accounting Policy on Depreciation,Amortisation. Accordingly the unamortised carrying value is being depreciated/amortised over the revised/remaining useful lives.The written down value of Fixed Assets whose live have expired as at 1st April 2014have been adjusted net of deferred tax,in the opening balance of General Reserve amounting to ` 52.40 lacs

AS AT AS AT31.03.2015 31.03.2014


Note : 11Non Current Investments :(Refer Note No.1-C)Non-trade Investment (Valued at cost unless stated otherwise)(A) Investments in Quoted Equity Instruments

In Equity shares of Rs.10/- each fully paid up :2000 (P.Y.2000)Gujarat Narmada Knitwear Ltd. 0.20 0.20400 (P.Y.400) Aminex Chemicals Ltd. 0.04 0.04

0.24 0.24Less :-Diminution in Value of Investments 0.24 0.24

0.00 0.00(B) Investments in Unquoted Equity Instruments

(i) In Equity shares of ` 10/- each fully paid up :-70000 (P.Y.70000) Vadilal Forex & Consultancy Services Ltd. 7.00 7.00115200 (P.Y.115200) Majestic Farm House Ltd. 11.52 11.52

(ii) In Equity shares of ` 25/- each fully paid up :-2450 (P.Y. 2450) Textile Traders Co-op.Bank Ltd. 0.61 0.6140 (P.Y.40) Siddhi Co-op Bank Ltd. 0.01 0.01

19.14 19.14Less :-Provision for other than temporary Diminution in Value 14.66 14.66

4.48 4.48

TOTAL - > 4.48 4.48

Aggregate Value of -a. Quoted Investments

Book Value 0.24 0.24Market Value Not available


AS AT AS AT31.03.2015 31.03.2014

(` in Lacs) (` in Lacs)b. Unquoted Investments

Book Value 19.14 19.14c. Provision for Diminution in value of investments 14.90 14.90

Note : 12Deferred Tax AssetsDifference between Book & Income Tax Depreciation 67.58 55.46Expenditure disallowable u/s 43 B 44.66 35.11Provision for doubtful debts 53.01 39.14Unabsorbed Depreciation 2.42 13.07

167.67 142.78

Note : 13Long Term Loans & advancesCapital Advances 4.63 28.69Advance against purchase of Property (Refer Note No.28.2) 728.78 -Trade/Security Deposits (Refer Note No.28.2) 2469.26 2,448.43Deposit with Government Authority 33.17 14.31Loan to Others 6.00 6.00Staff Loan 4.79 6.13Advance Payment of Tax Less Provision (Current tax) 91.02 91.02MAT Entitlement Account 9.35 -Advance recoverable in Cash or in kind or for value to be received 0.06 39.46

3347.06 2,634.04Less: Provision for Doubtful Advances 33.07 25.63

3313.99 2,608.41Of the above Loans & Advancesa] Fully Secured - -b] Unsecured Considered Good 3313.99 2,608.41c] Considered Irrecoverable 33.07 25.63

3347.06 2,634.04

Note : 14Other Non Current AssetsBank Deposit with original maturity of more than12 months (Refer Note No.17) 16.02 4.30(Out of which ` 15.72 lacs (P.Y. ` 4.00 lacs) pledged with scheduled bank& ` 0.30 lacs (P.Y. ` 0.30 lacs) lying with third parties)

16.02 4.30

Note : 15Inventories (Valued at lower of cost or net realizable value)Traded goods (Goods in Transit ` NIL,P.Y. ` 6.28 Lacs) (Refer Note No.1-D & 23) 10.23 22.43Machinery Parts 98.44 106.27

TOTAL - > 108.67 128.70

Note : 16Trade Receivables :Outstanding for a period exceeding six months from 570.42 634.24the date they are due for paymentLess: Provision for doubtful debt 164.12 123.32

TOTAL - > (A ) 406.30 510.92

Of the above Debt-Secured,considered good 376.83 373.88-Unsecured,considered good 29.47 137.04-Doubtful 164.12 123.32

570.42 634.24


AS AT AS AT31.03.2015 31.03.2014


Other Trade Receivables 1717.79 2,167.43Less: Provision for doubtful debt - -

TOTAL - > (B) 1717.79 2,167.43

Of the above Debt-Secured,considered good 781.36 801.60-Unsecured,considered good 936.43 1,365.83-Doubtful - -

1717.79 2,167.43

TOTAL - > (A)+(B) 2124.09 2,678.35

Note : 17 Cash and Bank BalancesCash & cash equivalents :-Balances with banks:On Current Accounts 22.42 60.12On Deposit Repayment Reserve Account 18.63 -On Unclaimed Dividend Accounts 2.68 2.70Cheques on hand 5.93 -Cash on hand 10.89 4.74

TOTAL - > (A ) 60.55 67.56Other Bank Balances:-Deposit with original maturity for more than 3 months 23.04 18.99[Fixed Deposits of ` NIL (P.Y. ` NIL ) are pledged withScheduled Banks & ` NIL (P.Y. ` NIL) lying with third parties]Margin Money Deposit 0.77 1.62

TOTAL - > (B) 23.81 20.61

TOTAL - > (A)+(B) 84.36 88.17

Less:Deposit with orginal maturity of more than 12 months disclosed underthe head of ‘’Non Current Assets’’ (Refer Note No.14) 16.02 4.30

68.34 83.87

Note : 18Short Term Loans & Advances(Unsecured considered good unless otherwise stated)Security Deposits (Refer Note No.28.2) 650.00 650.00Loans & Advances to others 73.76 1,359.06Current Maturities from Staff Loan 4.05 3.97

727.81 2,013.03

Note : 19Other Current AssetsInterest Receivable 27.44 167.76Other Receivables 132.59 96.07

160.03 263.83


(` in Lacs) (` in Lacs)Note : 20Revenue from operations: (Refer Note No.1-E)Sales of Products 44416.15 38,411.02Less: Sales Comm.,Trade Discount, 2778.20 1,949.26Scheme Discount,Damages etc.

41637.95 36,461.76Sale of Services 74.97 51.33

TOTAL - > 41712.92 36,513.09



(` in Lacs) (` in Lacs)Other Operating Income:Scrap sale of assets 29.21 21.36Commission Income 15.29 20.11Rent Income (Machine) (includes ` NIL (P.Y. ` 23.58) of earlier years) 65.41 70.18Promotional Charges Recovered 23.40 29.35

TOTAL - > 133.31 141.00

GRAND TOTAL - > 41846.23 36,654.09

Details of products soldTraded Goods SoldIce-cream/Frozen Dessert 40713.52 35,223.76Processed Food 682.47 1,060.24Flavoured Milk 190.45 138.32Others 51.51 39.44

41637.95 36,461.76

Details of services renderedService Charge Income of Deep Freezers & Freezers on wheels 74.97 51.33

TOTAL - > 74.97 51.33

Note : 21Other Income:Interest Income 26.64 171.28 Dividend Income on Long Term Investments(Gross) 0.08 0.08 Profit on Sale of Fixed Assets 1.31 - Depreciation Fund Written Back 15.57 - Excess Provision /Credit Balance/Deposits Written Back 49.37 99.94 Miscellaneous Income 28.53 26.37

TOTAL - > 121.50 297.67

Note : 22Purchase of Traded Goods :Purchases 35442.35 30,891.45

TOTAL - > 35442.35 30,891.45

Details of Purchase of Traded GoodsIce Cream/ Frozen Desserts 34545.56 29,809.84Processed Food 685.89 924.16Flavoured Milk 158.93 119.72Others 51.97 37.73

35442.35 30,891.45

Note : 23(Increase)/Decrease in Traded GoodsInventories at the end of the yearTraded goods 10.23 22.43Inventories at the beginning of the yearTraded goods 22.43 23.45

TOTAL - > 12.20 1.02

Details of InventoryIce Cream/Frozen Desserts 5.36 15.43Processed Food 0.71 -Flavoured Milk 0.19 0.59Others 3.97 6.41

10.23 22.43



(` in Lacs) (` in Lacs) (` in Lacs)Note : 24Employee Benefit Expense :Salaries & Wages 1323.60 1,142.66Contribution to Provident & Other Funds (Refer Note No.28.1) 64.97 60.48Staff Welfare Expense 35.19 18.53

TOTAL - > 1423.76 1,221.67

Note : 25Other ExpenseAdvertisement,Sales Promotion & Publicity Expenses 1274.05 1,382.61(Net off recovery Rs.NIL (P.Y. ` 149.79 lacs) (Refer Note No.28.2)Freight & Forwarding Charges 1556.17 1,468.51Repairs & Maintenance : Machinery 47.87 47.78Stores & Spare Consumption 159.23 160.04Rent (Refer Note No.28.2) 168.01 147.52Rates & Taxes 22.59 17.02Payment to Auditor (Refer Details below) 14.03 14.02Insurance 20.59 26.31Royalty (Refer Note No.28.2) 153.00 130.82Vehicle Repairs & Petrol Expenses 46.52 53.34Traveling 171.47 181.10Director’s Travelling Expesne 0.47 0.14Provision for doubtful Advances/Debtors 48.24 64.43Fixed Assets Written off 4.19 23.17Bad Debts/Loans/Advances/Other Current Assetsirrecoverable written-off 91.28 37.68Less : Provided in earlier years - -

91.28 37.68Sales Tax 1.91 16.48C & F Commission 193.26 188.60Directors’ sitting fees 0.72 0.56Miscellaneous Expense 9.00 4.90Loss on sale of Fixed Assets - 2.15Loss due to Fire - 0.14Other Expenses (Including Legal & Professional Charges, 346.88 268.86Conveyance, Electricity, Printing & Stationery, Telephone etc.)

TOTAL - > 4329.48 4,236.18

Payment to Auditor:-As auditor:- Audit Fees 6.30 6.30- Tax Audit Fees 2.50 2.50In other capacity:- Certificate Fees 3.30 2.67- Taxation Matters 1.30 2.07- Out of Pocket expenses 0.63 0.48

14.03 14.02

Note : 26Finance Cost (Refer Note No.1-G)On Fixed Loans 55.40 60.40On Bank Overdraft 29.72 47.45On Fixed Deposits 16.60 19.37Brokerage & Other Financial Charges 17.16 21.35

TOTAL - > 118.88 148.57


Additional informmation to the Financial Statements27.1.CONTINGENT LIABILITIES NOT PROVIDED FOR :

As on As on31-03-2015 31-03-2014(` In Lacs) (` In Lacs)

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

(b) Claims against the Company not acknowledged as debt / againstwhich 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 800.00 800.00in which Directors are interested Outstanding against this as at 31.03.2015 85.75 200.03Note : Future Cash outflows in respect of 27.1 (b) above depends on ultimate settlement / conclusions withthe relevant authorities.

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

27.3.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 2015. Hence, the informations requiredunder the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon byAuditors.

27.4.REMUNERATION TO CHAIRMAN & MANAGING DIRECTOR:Salaries,Wages, Allowances, Bonus etc.includes ` Nil towards managerial remuneration.

27.5 REMITTANCE OF FOREIGN CURRENCIES FOR DIVIDENDS :The Company has not made any remittances in foreign currencies on account of dividends during the year.Theparticulars of dividends paid to non-resident shareholders are as follows :Year to which dividend relates 2013-14 2012-13Number of non-resident shareholders NIL 2Number of shares held by them onWhich dividend is due NIL 1243Amount remitted to bank accounts inIndia of non-resident shareholders NIL 0.02

27.6 MAT CREDIT ENTITLEMENT:On the basis of projection for future profit, the company project, to pay normal income tax within specifiedperiod. Based on this assumption the company has taken MAT Credit of ` 9.35 Lacs (P.Y. NIL) and deductedfrom tax provision made during the year and shown as MAT credit entitlement of total amounting to ` 9.35 Lacsas on 31.03.2015 (P.Y. ` NIL)

28. Disclosure under Accounting Standards28.1 Disclosure as per Accounting Standard 15 (Revised) Employee Benefits:

(i) Defined Contribution Plans:Amount of ` 64.91/- Lacs (P.Y. ` 60.43/-Lacs) is recognised as expenses and included in EmployeeBenefit Expenses” (Note 24) in the statement of Profit and Loss.

(ii) Defined Benefit Plans:(a) Changes in present value of defined benefit obligation :

Particulars Gratuity Plan31.03.15 31.03.14

(` In Lacs)

Opening defined benefit obligation As at 01.04.2014 89.31 75.49Service Cost 11.19 10.41Interest Cost 8.11 6.23Actuarial Losses /(Gains) 6.98 9.62Losses /(Gains) on curtailments — —Liabilities extinguished on settlements — —Benefits Paid (5.81) (12.44)Closing defined benefit obligation as at 31.03.2015 109.78 89.31


(b) Changes in the fair value of plan assetsParticulars Gratuity Plan

31.03.15 31.03.14(` In Lacs)

Opening fair value of plan assets as at 01.04.2014 47.11 56.17Expected return 4.10 4.88Actuarial gains and (Losses) (0.10) (1.50)Assets distributed on settlements — —Contiributions by employer 0.95 00.00Benefits Paid (5.81) (12.44)Closing balance of fair value of plan Assets as at 31.03.2015 46.25 47.11(c ) The amounts recognised in Balance Sheet:


(` In Lacs)Amount to be recognised in Balance Sheeti) Present value of Defined Benefit Obligations

- Funded 46.25 47.11- Unfuned 63.53 42.20

Total 109.78 89.31

Less: Fair value of Plan Assets 46.25 47.11Unrecognised Past Service Costs — —

Amount to be recongnised as liability 63.53 42.20ii) Amount Reflected in the Balance Sheet

Liabilities 63.53 42.20Assets — —

Net Liability/(Asset) 63.53 42.20(d) The amounts recognised in Profit and Loss account


(` In Lacs)1. Current Service Cost 11.19 10.412. Interest Cost 4.00 6.233. Expected return on plan assets 0.00 (4.88)4. Net Actuarial Losses (Gains) recognised in year 7.09 11.125. Past service cost — —6. Losses (Gains) on curtailments and settlement — —

Total included in ‘Employee Benefit Expense’ 22.28 22.88[Ref. Note 24]Actual return on plan assets 3.99 3.38

(e) The Major categories of plan assets as a percentage of total plan assets are as follows:Particulars Gratuity Plan

31.03.15 31.03.14(` In Lacs)

Government of India Securities 0% 0%High quality corporate bonds 0% 0%Equity shares of listed companies 0% 0%Property 0% 0%Insurance company 100% 100%( f ) Principal actuarial assumptions at the balance sheet date.

(expressed as weighted averages):Particulars Gratuity Plan

31.03.15 31.03.14(` In Lacs)

Discount rate 7.98% 9.07%Expected return on plan assets 7.98% 8.70%Annual increase in salary costs 7.00% 7.00%Attrition Rate 9.00% 8.00%The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority,promotion, and other relevant factors, such as supply and demand in the employment market.


(g) Amount pertaining to defined benefit plans are as follows:Particulars Gratuity Plan

31.03.15 31.03.14 31.03.13(` In Lacs)

Defined benefit obligation 109.78 89.31 75.49Plan Assets 46.25 47.11 56.17Surplus / (deficit) (63.53) (42.20) (19.32)Experience adjustments on plan Liabilities 0.91 14.29 (14.29)Experience adjustments on plan Assets (0.11) 01.50 (0.29)(h) The company expects to fund ` 19.00 Lacs (P.Y. ` 0.95 Lacs) towards gratuity plan and ` 18.56 Lacs

(P.Y. ` 16.87 Lacs) towards Provident Fund plan during the year 2015-16.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 definedcontribution plan since the company has no further obligations beyond its monthly contributions. Gratuity istreated as defined benefit plan, and is administrated by making contributions to Group Gratuity Scheme of LifeInsurance Corporation of India. Leave encashment is considered as defined benefit plans is administrated bymaking contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sickleave is considered as defined benefit plan and it remains unfunded.

28.2 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. Gandhib) Rajesh R. Gandhic) Virendra R. Gandhid) Nija K.Gandhie) Ashtha R. Gandhi

2) Enterprises owned or significantly influenced by group of individuals or their relatives who have significantinfluence 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.

B) Transaction with related parties : (` in Lacs)

Sr. Particulars of Transaction & Enterprises owned orNo. Name of related party significantly influenced by

which transactions, key managementmore than 10 % personnel or their relatives

1 Sales :Vadilal Soda Fountain 124.48

(152.92)2 Purchase :

Vadilal Industries Ltd. 35,390.38(30,856.20)

3 Rent paid :i) V.R. Gandhi & Others :-

Shri Rajesh R Gandhi 0.00(1.78)

Shri Devanshu L Gandhi 0.00(1.78)

Shri Virendra R Gandhi 0.00(1.78)

ii) Vadilal Industries Ltd. 0.90(1.62)

4 Salary PaidNija Kalpit Gandhi 9.80

(5.26)5 Salary Paid

Aastha Rajesh Gandhi 0.00(0.65)


Sr. Particulars of Transaction & Enterprises owned orNo. Name of related party significantly influenced by

which transactions, key managementmore than 10 % personnel or their relatives

6 Royalty Paid :Vadilal International Pvt.Ltd. 152.99

(130.83)7 Interest Expense

Vadilal Marketing Pvt. Ltd. 2.37(0.00)

8 Interest Income :Vadilal International Pvt.Ltd. 24.00

(24.00)9 Advertisement Exp Recovered

Vadilal International Pvt.Ltd. 0.00(149.79)

10 Deposit GivenVadilal Industries Ltd. 0.00

(650.00)11 Capital Advance for Property

Valiant Construction Pvt. Ltd. 458.87(0.00)

12 Deposit ReceivedVadilal Marketing Pvt. Ltd. 150.00

(0.00)13 Balance outstanding at year end :a) a)Receivable :

Trade Deposit giveni) Vadilal International Pvt.Ltd. 2,400.00

(2,400.00)ii) Vadilal Industries Ltd. 650.00

(650.00)Other Current Assetsiii)Vadilal International Pvt. Ltd 21.60

(21.60)Trade Receivableiv) Vadilal soda Fountain 7.47

(14.86)v)Capital Advances Given for Property :

Valiant Construction Pvt. Ltd. 458.87(0.00)

b) Payable :Trade Payable :Vadilal Industries Ltd. 3,178.65

(4,840.79)Vadilal International Pvt. Ltd 27.37

(4.32)DepositVadilal Marketing Pvt. Ltd. (152.13)

(0.00)c) Investment:

Vadilal Forex & Consultancy Pvt. Ltd. 7.00(7.00)

d) Against corporate guarantee taken :Vadilal Industries Ltd. 1,809.00

(1,809.00)e) Against corporate guarantee given : 800.00

Vadilal Industries Ltd. (Refer note 27.1) (800.00)Note :a) Director’s Sitting fees is shown seperately in accounts.b) Figures in bracket relates to previous year.c) Transaction of Purchase / Sales are shown net of VAT/CST and Outstanding of Trade Payables / Receivable

are inclusive of VAT / CST28.3 Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment of othertrading 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.28.4 Operating Leases as per Accounting Standard 19:

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

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

28.5 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

e a r n i n g s p e r s h a r e i s ` 8,62,668 (P.Y. ` 8,62,668).29. Previous year’s figures have been regrouped wherever necessary to make them comparable with figures of

the current year.

For and on behalf of the Board of Directors of Vadilal Enterprises Ltd.






E-COMMUNICATION REGISTRATION FORM

Dear Shareholders,You are aware that the provisions of Companies Act, 2013 have been made effective. Pursuant toSection 101 and Section 136 of the Companies Act, 2013 read with relevant Rules issued thereunder,Companies can serve Annual Reports and other communications through electronic mode to thoseshareholders who have registered their email address either with the Company or with the Depositoryor with Share Transfer Agent.It is a welcome move for the society at large, as this will reduce paper consumption to a great extentand allow shareholders to contribute towards a greener environment. This is a golden opportunity forevery shareholder of Vadilal Enterprises Limited to contribute to the cause of Green Initiative.We therefore invite all our shareholders to contribute to the cause by filling up the form given below toreceive communication from the Company in electronic mode.Please note that as a Member of the Company, you will be entitled to receive allsuch communication in physical form, upon request.

Best Regards,

Ruchita GurjarCompany Secretary

VADILAL ENTERPRISES LIMITEDShare Department: B/404, Time Square Building, 4 th Floor, Near Lal Bungalow Char Rasta, C.G. Road, Navrangpura, Ahmedabad – 9

CIN: L51100GJ1985PLC007995, Web: www.vadilalgroup.com, Email: [email protected], Tel: +91 079 30153189

Folio No. / DP ID and Client ID :

Name of the 1st Registered Holder :

Name of the Joint Holder[s] :

Registered Address :

E-mail ID (to be registered) :

I / We Shareholder(s) of Vadilal Enterprises Limited agree to receive communication from theCompany in electronic mode. Please register my/our above e-mail ID in your records for sendingcommunication in electronic form.

Date : Signature

Note: Shareholder(s) are requested to keep the Company informed as and when there is anychange in the e-mail address.

E-COMMUNICATION REGISTRATION FORM

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ATTENDANCE SLIP

I hereby record my presence at the 30th Annual General Meeting of the members of the Company onMonday, the 28th September, 2015, at 10.00 a.m., at GICEA, Gajjar Hall, Nirman Bhavan, Opp. LawGarden, Ellisbridge, Ahmedabad - 380 006.* Applicable for investors holding shares in electronic form.

Signature of Shareholder(s)/Proxy

Shareholder

Proxy

Name Regd Folio No.*DP ID No. and No. of Shares held

Client ID No.

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THEMEETING HALL. JOINT SHAREHOLDERS MAY OBTAIN ADDITIONAL ATTENDANCE SLIP ON REQUEST.

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Form No. MGT-11FORM OF PROXY

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19 (3) of the Companies(Management and Administration) Rules, 2014]

Name of Member(s) ___________________________________________________________________________Registered Address : _____________________________________________________________________________________________________________________________________________________________________E-mail ID ___________________________Folio No. / DP ID and Client ID ______________________________

I/We, being the Member(s) of_______________ Equity Shares of the above named Company, hereby appoint

1. Name:_______________________________ E-mail ID: ________________________________

Address: ____________________________

____________________________________ Signature: or failing him/her

2. Name:_______________________________ E-mail ID: ________________________________

Address: ____________________________

____________________________________ Signature:

as my/our proxy to attend and vote, in case of a poll, for me/us and on my/our behalf at the 30 th Annual GeneralMeeting of the Company, to be held on Monday, the 28th day of September, 2015 at 10.00 a.m. at GICEA, Gajjar Hall,Nirman Bhavan, Opp. Law Garden, Ellisbridge, Ahmedabad - 380006 and at any adjournment thereof in respect ofsuch resolutions as are indicated overleaf:

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Notes:1. A Proxy need not be a Member of the Company. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as proxy on behalf

of not more than fifty Members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than tenpercent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as proxy for any other Member.

2. This form of Proxy, to be effective, should be deposited at the Share Department of the Company at B/404, Time Square Building, 4 th Floor, Near Lal BungalowChar Rasta, C.G. Road, Navrangpura, Ahmedabad – 380 009, not later than FORTY-EIGHT HOURS before the commencement of the aforesaid meeting.

1. Adoption of Annual Accounts and Reports of Directors and Auditors thereon for the financial yearended 31st March, 2015

2. Declaration of Dividend on Equity Shares for the year ended 31 st March, 2015.3. Re-appointment of Mr. Devanshu L. Gandhi as a Director retiring by rotation.4. Appointment of M/s. Kantilal Patel & Co., as Statutory Auditors of the Company and to fix their

remuneration.5. Appointment of Mrs. Mamta R. Gandhi as Non-Excutive & Non-Independent Director of the Company

liable to retire by rotation.6. Appointment of Mr. Jignesh J. Shah as an Independent Director of the Company for a term upto five

consecutive years.7. Appointment of Mr. Ashish H. Modi as an Independent Director of the Company for a term upto five

consecutive years.8. Appointment of Mr. Preet P. Shah as an Independent Director of the Company for a term upto five

consecutive years.9. Adoption of new Articles of Association of the company containing regulations in confimity with the

Companies Act, 2013.10. Approval of related party transactions of the company under section 188 of the Companies Act, 2013

and rules made thereunder.

ResolutionNo.

Description

AffixSignature............... Revenue ........................

Stamp

Signed this ___________ day of _______________________ 2015