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Vadilal Industries Ltd.

BSE: 519156 | NSE: VADILALIND |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE694D01016 | SECTOR: Food Processing

BSE Live

Oct 25, 16:00
998.10 -107.30 (-9.71%)
Volume
AVERAGE VOLUME
5-Day
1,248
10-Day
1,602
30-Day
1,925
1,796
  • Prev. Close

    1105.40

  • Open Price

    1094.15

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Oct 25, 15:47
999.85 -105.75 (-9.56%)
Volume
AVERAGE VOLUME
5-Day
24,328
10-Day
18,531
30-Day
13,613
29,396
  • Prev. Close

    1105.60

  • Open Price

    1100.10

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    999.85 (70)

Annual Report

For Year :
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Director’s Report

The Directors have pleasure in presenting herewith the 23rd Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2007. FINANCIAL RESULTS (Rs. In Lacs) Particulars Year ended Previous year 31-3-2007 ended 31-3-2006 (a) Profit for the year before Depreciation and Financial Expenses 1483.79 1107.48 (b) Less: Depreciation 291.41 245.83 Financial Expenses (Net) 302.67 295.58 (c) Profit before Exceptional & Prior Year Items 889.71 566.07 (d) Prior Years Adjustments (Net) (2.21) (1.05) (e) Profit before tax 987.50 565.02 (f) Provision for Tax Current 272.00 114.00 Deferred Tax (5.71) 69.26 Fringe Benefit Tax 11.00 12.50 (Short)/Excess Provision of Tax/Deferred Tax of earlier years (Net) (51.35) 0.60 (g) Net Profit after Tax 558.86 369.86 (h) Profit brought forward 255.71 388.88 Amount available for appropriation 814.57 758.74 Appropriation Proposed Dividend 86.26 71.88 Tax on Proposed Dividend 14.66 10.08 Transfer to General Reserves 450.00 421.07 Balance carried to Balance Sheet 263,65 255.71 Total 814,57 758.74 DIVIDEND The Directors have recommended dividend of 12 % on 71,88,230 Equity Shares of Rs. 10/- each of the Company for the financial year ended on 31st March, 2007. The Company declared 10% dividend for the previous financial year ended on 31st March, 2006. This will absorb Rs. 86.26 lacs as against Rs. 71.88 lacs absorbed in the previous year. The corporate dividend tax payable by the Company on the said dividend will be Rs. 14.66 lacs as against Rs. 10.08 lacs in the previous year. If approved, the dividend will be paid without deduction of tax at source to those shareholders whose names appear in the Register of Members of the Company as on 29th September, 2007. MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis Report has been enclosed herewith as per Annexure A and forming part of the Directors Report. ADDITIONAL DISCLOSURES In line with the requirements of Listing Agreement with the Stock Exchanges and the Accounting Standards of the Institute of Chartered Accountants of India, the Company has made additional disclosures in the Notes on Accounts for the year under review in respect of Related Party Transactions, Segmental Reporting (in Notes on Consolidated Accounts), Calculation of EPS, Deferred Tax Liability, etc. QUALITY ASSURANCE AND SYSTEMS ISO 22000:2005 AND ISO 9001:2000 CERTIFICATES The Company has always made continuous efforts to improve the process of manufacturing and to achieve quality and efficiency in each of its operations. This is evident from the award of ISO 9001:2000 to the Company conferred upon by Nemko AS, Certification Department, towards Quality Management System for its Processed Food Division situated at Dharampur, Dist. Valsad, Gujarat. The Company has also received award of ISO 22000:2005 from Nemko AS, Certification Department, towards Food Safety Management System for the said Processed Food Division. The Division has also achieved Export House status from Government of India and received Two Star Export House Certificate from Joint DGFT. The Division has also won the award of certificate of merit from APEDA, New Delhi for commendable performance in export of Processed Food products. The Company has also ISO 9001:2000 certification and HACCP Certificate from Bureau of Indian Standard (BIS) for its Ice-cream plant at Bareilly in the State of Uttar Pradesh. The Company has also ISO 9001:2000 certification and HACCP Certificate from BVQI, Netherland for its Ice-cream plant at Pundhra in the State of Gujarat. The plant has also been certified by Export Inspection Council of India. FINANCE During the year under review, the Consortium Banks, namely, Bank of Baroda, State Bank of India, South Indian Bank Ltd., State Bank of Travancore, IDBI Ltd. and Exim Bank, have enhanced their working capital limits aggregating to Rs. 31.65 crores. The Company has executed necessary security documents in favour of the said Consortium Banks by way of 1st charge on pari-passu basis by hypothecation on movable properties of the Company situate at IQF unit, Dharampur, Dist. Valsad and Ground & 2nd Floor of Vadilal House, Navrangpura, Ahmedabad and on entire current assets of the Company. During the year under review, 3 Term Lenders, namely, State Bank of India, IDBI Ltd. and Exim Bank, have also sanctioned to the Company Rupee Term Loan aggregating to Rs. 21 crores to part finance towards expansion-cum-modernisation of Companys existing Ice-cream plants situate at Pundhra and Bareilly and Processed Food plant situate at Dharampur, Dist. Valsad and to set up a new ice-cream manufacturing plant at Kolkata. The Company has also executed necessary security documents in favour of the said Term Lenders by way of 1SI charge on pari-passu basis by hypothecation on movable properties of the Company and 2nd charge on pari-passu basis on entire current assets of the Company. In terms of the provisions of Investor Education and Protection Fund (IEPF) Rules, 2001, during the financial year 2006-2007, the Company has transferred the unclaimed dividend amount of Rs. 2,54,268/- (including interest amount of Rs. 28,962/- on fixed deposit) declared for the financial year ended on 30-9-1998 to IEPF established by the Government under Section 205C(1) of the Companies Act, 1956. FIXED DEPOSITS The Company has no overdue deposits outstanding other than those unclaimed deposits of Rs. 19.85 lacs as on 31st March, 2007. As on date of this Report, deposits aggregating Rs. 9.67 lacs thereof have been claimed and either paid or renewed. The Company has mobilised Fixed Deposit of Rs. 588.04 lacs during the year ended on 31st March, 2007, after complying with the provisions of Section 58 A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended. After repaying the maturities during the year, the total Fixed Deposits as on 31st March, 2007 stood at Rs. 743.65 lacs. CORPORATE GOVERNANCE As a Listed Company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchanges including revised Clause 49 regarding Corporate Governance. A separate report on Corporate Governance for the year ended on 31st March, 2007 is produced as a part of this Annual Report. A certificate from Statutory Auditors of the Company regarding compliance of Corporate Governance as stipulated under revised Clause 49 of Listing Agreement is obtained by the Company and annexed to the Directors Report. RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, the Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 and confirm : a) That in the preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; b) That they have 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 the Company at the end of the financial year 31st March, 2007 and of the profit or loss of the Company for that year; c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That they have prepared the Annual Accounts on a going concern basis. INSURANCE All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and other insurable interest are adequately insured. CONSOLIDATED FINANCIAL STATEMENTS As stipulated by Clause 32 of Listing Agreement with Stock Exchanges, Consolidated Financial Statements of the Company and its Associates, namely, Vadilal Cold Storage, a Partnership Firm and Vadilal Chemicals Limited, an Associate Company for the year ended on 31st March, 2007 have been prepared by the Company in accordance with the requirements of Accounting Standard 21 Consolidated Financial Statements and Accounting Standard 23 Accounting for investments in Associates issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements form part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure B attached hereto and forming part of the Directors Report. LISTING AGREEMENT WITH STOCK EXCHANGES Pursuant to the provisions of Listing Agreement with the Stock Exchanges, the Company declares that the Equity Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. The Company confirms that it has paid Annual Listing Fees due to the Ahmedabad and Mumbai Stock Exchanges upto the financial year 2007-2008. PARTICULARS OF EMPLOYEES As required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the particulars of the concerned employees are given in Annexure C which is attached hereto and forms part of the Directors Report. DIRECTORS During the period of this report, Shri M.N. Vora ceased to be the Director of the Company with effect from 25th June, 2007 due to his sad demise. Shri M.N. Vora was one of the senior member on the Board of the Company. He was also a member of Audit and Remuneration Committee of the Directors of the Company. The Directors placed on record the valuable services and guidance provided by Shri M.N. Vora during his tenure as a Director of the Company and also as a member of Audit and Remuneration Committee of the Directors of the Company. Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Ramchandra R. Gandhi and Shri Rohit J. Patel, Directors of the Company, retire by rotation at this Annual General Meeting, and being eligible, offer themselves for re-appointment. Members are requested to consider their re-appointment as Directors of the Company, for which necessary resolutions have been incorporated in the notice of the meeting. The brief resume/details relating to the said Directors who are to be re-appointed are furnished in the Notes to the Notice of Annual General Meeting. The Directors have on the recommendation of Remuneration Committee proposed to increase the remuneration of Shri Rajesh R. Gandhi and Shri Devanshu L. Gandhi, Managing Directors of the Company, with effect from 1st April, 2008 for remaining period of their tenure of 1 year upto 31st March, 2009, subject however to the approval of Central Government, if applicable, for which, necessary resolutions have been incorporated in the Notice of the meeting. Shri Rajesh R. Gandhi and Shri Devanshu L. Gandhi who have been associated with the Company since its inception and looking after day-to-day affairs of the Company, have been re-appointed as Managing Directors of the Company for further period of 5 years w.e.f. 1st April, 2009 with payment of remuneration. Necessary resolutions have been incorporated in the Notice of meeting seeking members approval for re-appointing Shri Rajesh R. Gandhi and Shri Devanshu L. Gandhi as Managing Directors of the Company. The brief resume/details relating to the said Managing Directors who are to be re-appointed as Managing Directors are furnished in the Notes to the Notice of Annual General Meeting. AUDITORS M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad, hold office as Statutory Auditors of the Company until the conclusion of this Annual General Meeting and as recommended by Audit Committee, the Board recommends their re-appointment till the conclusion of the next Annual General Meeting. The Company has received a certificate from the said Auditors under Section 224(1) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Act. Members are requested to consider their re-appointment as Statutory Auditors of the Company for the current year at a remuneration to be decided by the Board of Directors. ACKNOWLEDGEMENT The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various 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 the Company at all levels. The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

Director’s Report