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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

Vadilal Dairy International Ltd. (VADILALDAIRY) - Director Report

Company director report

To

The Members

VADILAL DAIRY INTERNATIONAL LIMITED

Your Directors have pleasure in presenting the TWENTY SEVENTH Annual Report for thefinancial year ended on 31st March 2014.

1. FINANCIAL HIGHLIGHTS:

(Rs. in lakhs)
PARTICULARS 2013-2014 2012-2013
Profit Before Depreciation and Financial Charges 123.53 (42.44)
Less: Depreciation 43.01 38.48
Financial Charges 10.14 17.21
Profit before Exceptional Items and Tax 70.38 (98.13)
Exceptional Items - -
Profit Before Tax 70.38 (98.13)
Provision for Deferred Tax (Asset) 28.10 -
Profit After Tax 98.48 (98.13)
Profit/(Loss)brought forward from last year (493.22) (395.09)
Balance of Profit/(Loss) carried to Balance sheet (394.74) (493.22)

2. RESULTS OF OPERATIONS:

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

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

3. Board for Industrial & Financial Reconstruction:

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

The BIFR has granted various reliefs and concessions in its above referred ordernecessary for rehabilitation of our Company. One of such concessions was granted in theform of exemption from payment of Sales Tax/VAT for a period of 5 years from cut-off dateof the scheme i.e. 31.03.2007 during rehabilitation period. This concession was denied bythe Sales Tax Authority of the State Government of Maharashtra during the financial year2011-12. Against this denial the Company has filed appeal with the BIFR praying to directthe Sales Tax Authorities to grant relief to Our Company. The Final Judgment is yet to beordered by the BIFR. The Board of the Company is hopeful for a positive order from BIFR.

4. DIVIDEND:

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

5. TRANSFER TO RESERVES:

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

6. DIRECTORS:

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

7. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review;

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

iv) the Directors have prepared the accounts for the financial year ended 31st March2014 on a going concern basis despite the fact that the Company’s net worth is stillnegative. The Company‘s Rehabilitation Scheme as sanctioned by BIFR is underimplementation. The Directors are very much hopeful that the Company’s performancewill improve in the forth coming financial years.

You are aware that the Company is a sick Company and therefore there has been frequentturnover of the required personnel. Further despite the Companies efforts to employ wholetime Company Secretary it is unable to employ qualified Company secretary as per theprovisions of Section 203 of the Companies Act 2013.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

9. AUDITORS AND AUDITORS’ REPORT:

M/s. Vinod K. Mehta & Co. Chartered Accountants (Registration No. 111508W) theAuditors of the Company hold their office until the conclusion of the ensuing AnnualGeneral Meeting and are recommended for reappointment as the Company’s StatutoryAuditors from the ensuing Annual General Meeting till the conclusion of the ThirtiethAnnual General Meeting. The Company has received their willingness to act as Auditors ofthe Company along with a letter from them to the effect that their appointment if madewould be within the limits prescribed under Section 139 and 141 of the Companies Act2013.

Further it may be noted that M/s Vinod K. Mehta & Co. Chartered Accountants ofthe Company were appointed as the Auditors in the Extra Ordinary General Meeting held on14th November 2013 as our earlier auditor i.e. M/ s. B.V. Shah and Associateshad intimated their unwillingness to continue as auditors with the Company due to certainpre-occupations.

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

10. CORPORATE GOVERNANCE REPORT:

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

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

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

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

The particulars relating to conservation technology absorption foreign exchangeearnings and outgo as required to be disclosed under Section 217(1)(e) of the CompaniesAct1956 read with Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules1988 are provided in the Annexure-A to this Report.

12. COST AUDITORS:

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

13. PERSONNEL:

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

14. STATUTORY DISCLOSURES:

None of the Director’s of your Company is disqualified as per the provisions ofSection 164(1) of the Companies Act 2013. Your Directors have made necessary disclosuresas required under the various provisions of the Act and Clause 49 of the ListingAgreement.

15. ACKNOWLEDGEMENT:

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

For and on behalf of the Board
For VADILAL DAIRY INTERNATIONAL LIMITED
Sd Sd
Shailesh R. Gandhi Subhaschandra P. Patil
Place: Mumbai Managing Director Director
Date: 23rd August 2014 DIN: 01963172 DIN: 01872909

ANNEXURE ‘A’ TO DIRECTORS’ REPORT

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

A) CONSERVATION OF ENERGY:

i) Energy conservation measures taken optimum utilization of cold storage switchingoff power supply at intervals for cold storages whenever temperature reaches the desiredlevel and switching off power supply whenever not required in office premises.

ii) Additional investment and proposals for reduction of consumption of energy.

a) Improving system power factor by adding capacitors.

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

iii) Impact of measures of two points above for reduction energy consumption andconsequent impact on the cost of production of goods. The measures taken have resulted insavings in the cost of production.

iv) Total energy consumption & energy consumption per unit of production (Form‘A’).

FORM – A

(SEE RULE -2)

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY:

A) POWER & FUEL CONSUMPTION CURRENT YEAR PREVIOUS YEAR
2013-14 2012-13
1. Electricity
a) Purchase unit 1773448 1994834
Total amount (Rs.) 13024224 15125178
Rate/ Unit (Rs.) 7.34 7.58
b) Own generation
i) Through diesel generation unit Nil Nil
Units per litre of diesel Nil Nil
Cost/unit (Rs.) Nil Nil
ii) Through Steam Turbine /Generator units Nil Nil
Units per Litre of fuel oil/ Gas Nil Nil
2 Coal (Specify Quality & where used)
Quantity (Tones) Nil Nil
Total Cost (Rs.) Nil Nil
Average Rate (Rs.) Nil Nil
3 Furnace Oil / LDO
Qty. (K. Litres) 25 27
Total cost (Rs.) 1443765 1300010
Average Rate (Rs.) 57.98 48.15
4 Other/Internal Generation
Qty (units) Nil Nil
Total cost (Rs.) Nil Nil
Rate /Unit (Rs.) Nil Nil
Consumption per liter of production 2013-14 2012-13
Product Electricity Electricity
(Kwh/Ltrs.) (Kwh/Ltrs.)
Ice cream 0.48 0.52

B) RESEARCH & DEVELOPMENT:

a. Specific areas in which R & D carried out by the Company:

The R & D efforts of the Company are directed towards process Development energyconservation pollution control efficiency Improvement and quality up gradation.

b. Benefits derived as a result of the above R & D:

Improvement in quality and material utilization.

c. Future Plan of Action:

Continuation of the present work in R & D for introduction of new Products andprocesses improvement in the existing products and processes in the areas in which theCompany is operating.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no foreign exchange outgoing for the year ended on 31st March2014 (P.Y. USD. 107000).

For and on behalf of the Board
For VADILAL DAIRY INTERNATIONAL LIMITED
Sd/- Sd/-
Shailesh R. Gandhi Subhaschandra P. Patil
Place: Mumbai Managing Director Director
Date: 23rd August 2014 DIN: 01963172 DIN: 01872909