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Vadilal Dairy International Ltd.

BSE: 519451 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE159T01016
BSE 05:30 | 01 Jan 1970 Vadilal Dairy International Ltd
NSE 05:30 | 01 Jan 1970 Vadilal Dairy International Ltd

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Vadilal Dairy International Ltd. (VADILALDAIRY) - Director Report

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Company director report


The Members

Vadilal Dairy International Limited

Your Directors are pleased to present the Thirty First Annual Report on the businessand operations of Vadlial Dairy International Limited ('the Company') along with theaudited financial statement for the year ended March 31 2018.


(Rs. In Lacs)
PARTICULARS 2017-2018 2016-2017
Profit Before Depreciation and Financial Charges 673.96 655.50
Less: Depreciation and amortization 178.55 153.68
Financial cost 93.09 94.50
Profit before Exceptional Items and Tax 402.32 407.32
Exceptional Items -- --
Profit Before Tax 402.32 407.32
Provision for Deferred Tax (Asset) (8.34) 2.38
Current Tax 128.00 110.00
Profit After Tax 282.66 294.93
Add: Balance brought forward 898.06 523.62
Add: Provision for MAT credit entitlement - 66.91
Add: Other Comprehensive Income 8.35 12.60
Amount available for Appropriation 1189.07 898.06
- Dividend --
- Corporate Dividend Tax -- --
- Transferred to General Reserve -- --
Surplus carried to Balance Sheet 1189.07 898.06


The Company has earned revenue from the operations of Rs. 4355.65 lakhs during the yearended on 31st March 2018 as against Rs. 4583.19 lakhs earned during the previous yearended on 31st March 2017.

The Company reported Profit of Rs. 282.66 lakhs during the year ended on 31st March2018 as compared to Rs. 294.93 lakhs earned during the previous year ended on 31st March2017.

The Company's EPS is Rs. 8.85 compared to Rs. 9.23 of the previous year.


The Company's primary target is to improve its performance by achieving substantialdouble digit growth rate in the next financial year 2018-19. In order to achieve the saidtarget the Company plans to improve supply chain appoint dynamic marketing team and todeploy quality control teams responsible for enhanced compliance with product andguidelines set down by related regulatory agency.


In order to conserve the resources and for further growth the Company does not proposeto pay any dividend for the Financial Year ended 31st March 2018.


The Board does not propose transfer of any amount to Reserves for the Financial Year2017-2018.


The Company's shares were listed at Bombay Stock Exchange (BSE) in the year 1994-95 andwere suspended from trading in the year 2002.The company has been compliant with theregulations of BSE & SEBI.It is pursuing formalities for revocation of suspension oftrading of shares with BSE and expecting Revocation order during the current financialyear.


There were no material changes and commitments affecting the Financial position of theCompany at the end of the Financial Year to which the Financial Statements relates and thedate of the report.


There are some transactions with related parties which fall under the scope of theSection 188 (1) of the Act.

Information on transactions with related parties pursuant to section 134 (3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure B inform AOC -2 and same forms part of this report.


In conformity with provisions and Regulation 34 (2) (c) of the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the cash flow statement for the year endedon March 31 2018 is attached as a part of the Annual Accounts of the Company.


Your Company has in place adequate internal financial control with reference tofinancial statements commensurate with size scale and complexity of its operations.During the year such control was tested and no reportable material weakness in design oroperation was observed.

Your Audit committee of the Board of Directors is actively taking part in reviewing theadequacy and effectiveness of internal financial control system and suggests theimprovements to strengthen the same.

The Company has adequate internal controls and processes in place with respect tofinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. The company has amechanism of testing the control at regular interval for testing the operatingeffectiveness to ascertain the reliability and authenticity of financial information forsafeguarding the assets for prevention and detection of frauds and errors for accuracyand completeness of accounting record and for timely preparation of financial informationand it also conducts physical verification of inventory Fixed assets and cash on hand andmatches them with the books of accounts.


The Company does not have any Subsidiary Company Joint Ventures or Associate Companiesas per provisions of Companies Act 2013.


Your Company laid down a Sexual Harassment policy and it is made available on websiteof the Company. The company has zero tolerance on sexual harassment at workplace. Duringthe year under review there was no case pursuant to the sexual harassment at Workplace(Prevention Prohibition and Redressed) Act 2013 and there were no case pending to beaddressed / resolved either at the beginning or at the end the year.


Your Company has neither invited nor accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 including any statutory modification(s) or re-enactment (s) thereof for the timebeing in force.


The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.

The details of the investments made by the Company are given in the Notes to FinancialStatements.


During the year under review Eleven (11) Board meetings were convened and held.Intervening gap between the meetings was within the period prescribed by the Companies act2013 and LODR (Listing Obligation and Disclosure Requirements) Regulations 2015.

Board Meeting held during the Year is as under:

13th April 2017 10th May 2017 30th May 2017
7th July 2017 14th August 2017 14th November 2017
6th December 2017 3rd January 2018 14th February 2018
14th March 2018 28th March 2018


Changes in Directors and Key Managerial Personnel.


None of director was ceased from their office during the Year 2017-2018.


Mr. Shailesh Ramchandra Gandhi (DIN: : 01963172) Executive Director is liable toretire by rotation at the ensuing Annual General Meeting pursuant to Section 152 andother applicable provisions of if any of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) theArticles of Association of the Company and being eligible have offered himself forre-appointment.

Appropriate resolution for his re-appointment is being placed before the Members fortheir approval of the Shareholders of the Company at the ensuing Annual General Meeting.The brief resume of the Director seeking re-appointment and other related information hasbeen detailed in the Notice convening 31st AGM of the Company. The Directors recommend hisre-appointment as Managing Director of the Company.


Mr. Sandeep Patil was appointed as Additional Director during the Financial Year2017-2018.


All the Independent Directors of the Company have declared that they meet the criteriaof Independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 which have been relied by the Company and were placed at the Board Meeting held on30th May 2018.


Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements ) Regulation 2015 a structured questionaire was prepared aftertaking into consideration the various aspects of the Board's functioning composition ofBoard and its committee culture execution and performance of specific dutiesobligations and governance. The performance evaluation of the independent directors wascompleted. The performance evaluation of chairman and the non independent director wascarried by the Independent director. The Board of directors expressed their satisfactionwith the evaluation process.


The Board of Directors has framed a policy which lay down a framework in relation toremunerations of directors and key managerial personnel of the company. This policyamongst others lays down the criteria for selection and appointment of Board of Directors.The Details of the policy is posted on website.


In compliance with the requirement of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their role rights andresponsibilities as Directors the working of the Company changes in the regulatoryenvironment etc.

Details of familiarization program are provided on website of


Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

i). in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii). they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were generally operatingeffectively;

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.


The Statement of Disclosure of Remuneration under Section 197 of the Companies Act2013 and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

Remuneration of Directors:

Name Title % Increase in the remuneration for the year ended 31st March 2018 Ratio as related to employees
Shailesh Gandhi Managing Director - 31
Bela Gandhi Executive Director - 5
Rahil Gandhi Whole Time Director - 11

Note: The Independent Directors do not receive any remuneration except sitting fees.Hence the percentage increase of their remuneration has not been considered for the abovepurpose.

1. There was no increase in the remuneration of Directors as mentioned above.

2. As on 31st March 2018 there were total of 169 employees on the roll of the Company.

3. Increase in remuneration depends upon factors like Company performance BenchMarking Inflationary trends talent availability turnover and regulatory provisions partfrom the individual performance of employees.

4. Comparison of Average percentile increase in salary of employees other thanthe managerial personnel and the percentile increase in the managerial remuneration:

Average percentile increase in the remuneration for all employees other than managerialpersonnel was 3% while there was no change in the managerial remuneration.

7. The Company affirms that the remuneration is as per the remuneration policy.


M/s. Vinod K. Mehta & Co Chartered Accountants (Registration No. 111508W)appointed as Statutory Auditors of the Company in its 30th AGM for tenure of 5 years i.etill the Conclusion of AGM to be held in the Year 2022. (As per the new CompaniesAmendment Act 2017 read with Notification S.O. 1833(E) dated 7th May 2018 deletesprovision of annual ratification of the appointment of Auditor.)

M/s Vinod K Mehta & Co have given a written confirmation to the company to theeffect that their appointment if made would satisfy the criteria provided in Section 141Companies Act 2013 and would also be in conformation within the limits specified inSection 139 of the Companies Act 2013.

The Notes on Financial Statement referred to in Auditors Report are self explanatoryand do not call for any further comments. The Auditors Report does not contain anyqualifications reservations or adverse remarks.


Pursuant to provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s S.G. & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as "Annexure C".


The Management Discussion and Analysis Report forms an integral part of this Report andgives details of overall industry structure economic developments performance and stateof affairs of the Company's business.


In accordance with the Section 134 (3) (a) of the Companies Act 2013 an Extract ofAnnual Return in Form MGT-9 is appended herewith as "Annexure D" to this Report.


The particulars relating to conservation technology absorption foreign exchangeearnings and outgo as required to be disclosed under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to theconservation of energy and technology. The same is attached in "Annexure A".


The Company has a vigil mechanism and has adopted Whistle Blower Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Whistle Blower Policy ensures that strict confidentiality is maintained whilstdealing with concerns and also that no discrimination will be meted out to any person fora genuinely raised concern.

The Code of conduct for the Board of Directors and Senior Management states thatDirectors and Senior Managers of the Company shall endeavor to promote ethical behaviorand to provide opportunity to employees to report violation of laws rules regulations orcode of conduct and policy directives adopted by the Company to the appropriate personnelwithout fear of retaliation of any kind for reports made by the employees in good faith.


The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Directors and the designated employees have confirmedcompliance with the Code.


The Company has a well defined process to ensure risk is identified and steps to treatthem are put in place at the right level in the management.

The Company's risk management framework is based on a clear understanding of variousrisks disciplined risk assessment and measurement procedure and continues monitoring. Thepolicies and procedure established for this purpose are continuously benchmarking withinternational best practice. The risk management process is continuously improved andadapted to the changing global risk scenario.

The risk identified are updated along with the mitigation plans as part of annualplanning cycle. The senior leadership team reviews the status of initiatives as part ofbusiness review meetings.


Your company has adopted all essential Techniques Mechanisms and InternationalStandard Measures for the Safety and Protection of workers at factory of the company. Yourcompany has consistently emphasized sustainability in use of natural and non renewableresources. Within the factory the efforts are on going to continuously assess and improveoperational efficiencies minimize consumption of water energy and emission of CO2 evenas production volume are maximized. Within the factory your Company constantly evaluatesnew initiatives that could reduce waste and emissions and actively engages the employeesto increase awareness about the need to sustain the environment. Your Company believesthat safety practices are important in every activity function and location wherever theemployees are engaged and is committed to maintaining the safety culture.


In terms of provisions of Section 135 of the Companies Act 2013 and Rules madethereunder a committee of the Directors of the Company has been constituted as CorporateSocial Responsibility Committee. The Corporate Social Responsibility Committee hasformulated a policy on the Corporate Social Responsibility measures to be undertaken bythe Company as specified in Schedule VII to the Companies Act 2013.

The Corporate Social Responsibility Policy is available on the Company's web-site viz.However due to shortage of manpower and resources required in the respective activitythe Company could not spend towards Corporate Social Responsibility measures during theyear 2017-2018.

The Directors hereby ensures that the Company will spend sufficient amount towardsCorporate Social measures in the next financial year. The CSR activities is annexedherewith marked as Annexure - H.


During the Year under report your Company has not employed any person who is inreceipt of remuneration in excess of the limits specified under Section 197 of the Actread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

The details required as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is disclosed in Directors report. As per provisions ofSection 136(1) of the Companies Act 2013 the Annual Report excluding the informationrequired as per Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 on employees particulars is being sent to the Members which ishowever available for inspection at the Registered Office of the Company during theworking hours of the Company upto the date of ensuing Annual General Meeting. If anymember is interested in obtaining such information may write to the Company Secretary inthis regard.


Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 a Report on Corporate Governance is not applicable to the Company as itdoes not fall under the criteria of Paid Up Share Capital of Rs. 10 Crore. But certainimportant points has been highlighted as below:

Meeting of Board of Directors and Other Committee Meetings:

Board Meeting:

The Board of Directors comprises of Seven Directors three are Executive and four areNon- Executive Directors. The Chairman of the Board is Executive Director.

Details of Directors constituting the Board their attendance at the Board Meetings ofthe Company are as follows:

Name of Director Designation Attendance in Board Meetings Attendance in last Annual General Meeting
Held Attended
1. Mr. Shailesh Gandhi Managing Director 11 11 Yes
2. Mrs. Bela Gandhi Director 11 11 Yes
3. Mr. Rahil Gandhi Whole Time Director 11 11 Yes
4. Mr.Vishnu Barhate Director 11 11 Yes
5. Mr. Subhaschandra Patil Director 11 11 Yes
6. Mr. Prakash Mankar Director 11 11 Yes
7. Mr. Sandeep Patil Additional Director 3 3 No

Audit Committee:

The composition of the Audit Committee is in alignment with the provisions of Section177 of the Companies Act 2013 read with the Rules issued thereunder and Regulation 18 ofSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The details of meetings composition and attendance of Members of the Committee are asfollows:

Four Audit Committee meetings were held as follows:

30th May2017 14th August 2017 14th November 2017 28thMarch2018

Name of Director Designation Attendance in Audit Committee
Held Attended
1. Mr. Vishnu Barhate Non- Executive Independent Director (Member) 4 4
2. Mr. Shailesh Gandhi Executive Director (Member) 4 4
3. Mr. Subhaschandra Patil Non Executive Director (Chairman) 4 4

Nomination and Remuneration Committee:

The Committee has the overall responsibility of approving and evaluating the Nominationand Remuneration plans policies and programs for Executive/ Non Executive Directors.

The composition of the Nomination and Remuneration Committee of the Board of Directorsof the Company along with the details of meeting held and attended by the Members of theCommittee during the Financial Year 2017-2018 is detailed below:

14th August 2017 14th November 2017


Name of Director Designation Attendance in Audit Committee
Held Attended
1. Mr. Prakash Mankar Non- Executive Independent Director (Member) 2 2
2. Mr. Subhashchandra. P. Patil Non- Executive Independent Director (Chairman) 2 2
3. Mr. Vishnu. D. Barhate Non Executive Director (Member) 2 2

Stakeholders Relationship Committee:

The Committee has to mandate to review and redress Shareholder grievance includingComplaints related to Non-Receipt of Securities/ Share Certificate Non- Receipt ofBalance Sheet Dividends etc. The Committee reviews Shareholders' complaints andResolution thereof.

The Composition of the Stakeholders Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 read with rules issued thereunder andRegulation 20 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The constitution of the Stakeholders Relationship Committee of the Board of Directorsof the Company along with the details of the meetings held and attended by the Members ofthe Committee during the Financial Year 2017-2018 is detailed below:

30th May 2017 14th August 2017 14th November 2017 28th March2018


Name of Director Designation Attendance in Audit Committee
Held Attended
1. Mr. Prakash Mankar Non- Executive Independent Director (Chairman) 4 4
2. Mr. Subhashchandra. P. Patil Non- Executive Director Independent (Member) 4 4
3. Mr. Shailesh Gandhi Executive Director (Member) 4 4

The details of Complaints received and resolved during the Year ended 31st March 2018are as follows: No. of Complaints Received- 0 No. of Complaints Resolved- 0 No. ofComplaints Pending- 0

Independent Directors:

The independent Directors meet without the presence of Non- Independent Directors.These meetings are formal and enable the Independent Directors to interact and discussmatters including review of performance of the Non-Independent Directors and the Board asa whole review the performance of the Chairman of the Company taking into account viewsof Executive/ Non- Executive Directors and assessing the quality quantity and timelinessof flow of information between the Company's management and the Board that is necessaryfor the Board to effectively and reasonably perform their duties.

The Company has Independent Directors as per The Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulation 2016.

The Meeting of Independent Director was held on 14th February 2018 and all theIndependent Directors of the Company were present at the Meeting.

The Composition of Independent Director is as follows:

Name and Designation Designation
1. Mr. Prakash Mankar Non- Executive Independent Director (Member)
2. Mr. Subhashchandra Patil Non Executive Independent Director (Chairman)
3. Mr. Vishnu. D. Barhate Non Executive Independent Director (Member)

Corporate Social Responsibility Committee:

The Company is covered under the provisions of Section 135 and Rules made thereunderfor Corporate Social Responsibility. The Company has formulated a policy on the CorporateSocial Responsibility measures to be undertaken by the Company as specified in ScheduleVII to the Companies Act 2013.

The Meeting of Corporate Social Responsibility Committee was held on 28th March 2018.

The Composition of Corporate Social Responsibility Committee is as follows:

Name and Designation Designation
1. Mr. Shailesh Gandhi Executive Non- Independent Director
2. Mrs. Bela Gandhi Executive Non- Independent Director
3. Mr. Prakash Mankar Non- Executive Independent Director


Date 27th September 2018
Time 12.00 Noon
Place Plot No. M-13 MIDC Industrial Area Tarapur Boisar-401506
Financial Year 2017 - 2018
Book Closure 22nd September 2018 to 27th September 2018
Dividend payment NIL
Listed on Stock Exchange The Bombay Stock Exchange
Stock Code 519451
Demat ISIN No. in CDSL INE159T01016
Registrar and Share Transfer Agents Sharex Dynamic (India) Private Limited
Address: Unit -1 Luthra Ind. Premises Andheri Kurla Road Safed Pool Andheri (E) Mumbai- 400072 Tel : (022) 28515606/ 28515644
Fax no. 28512885


The Company has complied with all the statutory requirements. A declaration regardingcompliance of the provisions of the various statutes is also made by the Managing Directorat each Board Meeting. The Company ensures compliance of the ROC SEBI Regulations andprovisions of the Listing Agreement.


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


Particulars required under the Companies (Disclosure of particulars in the report ofBoard of Director(s) Rules) 1988.


i) i) Energy conservation measures taken with respect to optimum utilization of coldstorageby switching off power supply at cold storages whenever temperature reaches thedesired level and switching off power supply whenever not required in office premises.

ii) Following measures are proposed for reduction of consumption of energy.

a) Improving power factor by adding capacitors.

b) Replacing existing machines/equipments with more productive energy efficientmachines/ equipments.

iii) The above measures will reduce energy consumption and result in control/reductionin the cost of production of goods. The measures taken have controlled the cost ofproduction.

iv) Total energy consumption & energy consumption per unit of production was asunder (Form ‘A').

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