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Vadilal Industries Ltd.

BSE: 519156 | NSE: VADILALIND |

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Series: EQ | ISIN: INE694D01016 | SECTOR: Food Processing

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

To,

The Members,

VADILAL INDUSTRIES LIMITED Ahmadabad.

The Directors have pleasure in presenting herewith the 32nd Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2016.

FINANCIAL HIGHLIGHTS :

_(Rs. in lakhs)

Particulars

Year ended on 31-03-2016

Previous year ended on 31-03-2015

(a) Earnings before Interest, Tax, Depreciation and Amortization

5894.08

4400.33

(EBITDA)

(b) Finance Cost

2144.88

2573.24

(c) Depreciation and amortization expenses

1344.50

1308.23

Less : Recoupment from Revaluation Reserve /

3.67 1340.83

3.42 1304.81

Deferred Government Grant

(d) Profit before Exceptional and Extraordinary Items and Tax

2408.37

522.28

(e) Exceptional Items Long term loans & advances written off

(P.Y. Provision for diminution in the value of

Long Term Investments)

0.00

196.93

(f) Profit before Extraordinary Items and Tax

2408.37

325.35

(g) Extraordinary Items

0.00

0.00

(h) Profit before Tax

2408.37

325.35

(i) Tax Expenses

(a) Current Tax Less : MAT Credit entitlement

576.11

58.50

0.00 576.11

(58.50) 0.00

(b) Deferred Tax charge / (release)

393.80

137.16

(c) Short/(Excess) Provision of Tax

3.01

(4.71)

972.92

132.45

(j) Profit for the year

1435.45

192.90

(k) Surplus in the Statement of Profit and Loss:

Balance as per last Financial Statements

397.86

453.25

Profit for the year

1435.45

192.90

Less : Appropriations:

(a) Proposed final equity dividend (amount per share

Rs. 1.00/- P. Y. amount per share Rs. 1.00/-)

89.85

71.88

(b) Tax on proposed equity dividend

18.29

14.63

(c) Transferred to General Reserve

1159.78

161.78

Total Appropriations

1267.62

248.29

Net Surplus in the statement of Profit and Loss

565.69

397.86

STATE OF COMPANY’S AFFAIRS:

The Company has earned revenue from operations (gross) of Rs. 45538.21 lakhs during the year ended on 31st March, 2016 as against Rs. 41288.57 lakhs earned during the previous year ended on 31st March, 2015 giving a rise of 10.29% as compared to previous year. Out of the revenue from operations of Rs. 45538.21 lakhs earned by the Company during the year under review, Rs. 45320.92 lakhs represents sales turnover of Ice-cream, Frozen Desserts and Processed Food products, Rs. 7.77 lakhs represents the income from Money Changing business and Rs. 209.52 lakhs represents other operating revenues. The Company has also earned other income of Rs. 104.86 lakhs during the year under review as against Rs. 307.86 lakhs earned during the previous year.

The Company has earned the Profit before Tax of Rs. 2408.37 lakhs during the year ended on 31st March, 2016 as compared to Rs. 325.35 lakhs earned during the previous year ended on 31st March, 2015, showing a rise of 640.24%.

The Company has earned net Profit of Rs. 1435.45 lakhs for the year ended on 31st March, 2016 after providing Finance Cost and Depreciation and Amortization expenses and after making Provision for Tax of Rs. 576.11 lakhs, Deferred Tax Charge of Rs. 393.80 lakhs and other adjustments, as compared to Profit of Rs. 192.90 lakhs earned by the Company during the previous year ended on 31st March, 2015.

After adding the Surplus in the Statement of Profit & Loss of Rs. 397.86 lakhs brought forward from the previous year to the profit of Rs. 1435.45 lakhs earned by the Company during the year under review, the total amount of Rs. 1833.31 lakhs is available for appropriation.

DIVIDEND :

The Directors have recommended dividend of Rs.1.25 per share (@12.50%) on 71,87,830 Equity Shares of Rs. 10/- each of the Company for the Financial Year ended on 31st March, 2016 as compared to Dividend of Rs.1.00 per share (@10.00%) declared for the previous Financial Year ended on 31st March, 2015. This will absorb Rs.89.85 lakhs as against Rs.71.88 lakhs absorbed in the previous year. The corporate dividend tax payable by the Company on the said dividend will be Rs. 18.29 lakhs as against Rs. 14.63 lakhs in the previous year. If approved, the dividend will be paid without deduction of tax at source to the shareholders. TRANSFER TO RESERVE :

After making appropriation for Dividend and Dividend Tax, the Company proposes to transfer Rs. 1159.48 lakhs to General Reserve and amount of Rs. 565.69 lakhs is proposed to be retained as the Surplus in the Statement of Profit and Loss.

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 -A, to this Report. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report has been enclosed herewith as per Annexure -Band forming part of the Directors'' Report.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and the Accounting Standards of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the Notes on Accounts for the year under review in respect of Related Party Transactions, Employees Benefits, Taxes on Income, Derivative Instruments, Segmental Reporting (in Notes on Consolidated Accounts), Calculation of EPS, Foreign Currency Transactions etc.

QUALITY ASSURANCE AND AWARDS AWARDS AND CERTIFICATIONS:

Vadilal has won 27 awards over 4 consecutive years: 2008 to 2011 at ''The Great Indian Ice Cream Contest'' organized by the Indian Dairy Association. The various categories for awards were: The Best in Class (3): Chocolate Frozen Dessert, Standard Chocolate Ice Cream, Rose Coconut Shell (Innovation - Novelty) Gold Medal (4): Standard Chocolate 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 Ice Trooper, 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.

ISO 22000:2005 AND ISO 9001:2008 CERTIFICATES

The Company has always made continuous efforts to improve the “OVERALL PRODUCT QUALITY” by following the stringent GMP norms and continuous process innovation. This is the evident of the achievement of FSMS (Food Safety Management System) Certifications i.e. BRC:Issue-6 with Grade “A”, ISO-22000:2005 and HALAL for our Processed Food Division (PFD), located at Dharampur, Dist. Valsad, Gujarat.

The PFD Manufacturing facility is also listed in “Two Star Export House” Status by Joint Director General of Foreign Trade, Ministry of Commerce and Industry for export of Processed Foods Products –

APEDA.

The Ice Cream plants of the Company located in two locations i.e. Pundhra in Gujarat & Barelly in UP are also certified for ISO-22000:2005, ISO 9001:2008 and BrC : Issue 6 for Food Safety Management System is another feather in the cap of the Company.

FINANCE:

During the year under review, the Company has availed Secured / unsecured loans / Vendor Finance / Bill Discounting, etc.from various Banks, FIs, Various Parties and other companies. During the year company has made regular repayment of Loan & interest and there is no any overdue payment to Banks and FIs. External Rating Agency CRISIL has reviewed the External Rating of the company i.e. BBB (Negative).

During the financial year 2015-2016, the Company has deposited unclaimed/ unpaid fixed deposit amount of Rs. 18164/- to Investor Education and Protection Fund - I EPF (with the Central Govt.), the details of which we have already forwarded to the Accounts Department of the Company.

During the Financial year - 2015-2016, the Company has also transferred Rs. 201562/- being amount of unpaid dividend for the year - 2007-2008 to Investor Education and Protection Fund, (with the Central Govt.), the details of which we have already forwarded to the Accounts Department of the Company.

DETAILS OF DEPOSITS:

a. During the year under review, the details of deposits accepted by the Company from its Members, after complying with the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, are as under :

i. Details of Deposit from Shareholders :

(Rs. in lakhs)

(a)

Amount of existing deposits as at 1 st April, 2015 :

751.16

(b)

Amount of deposits accepted or renewed during the year

(i)

Secured deposits :

0

(ii) Unsecured deposits :

696.56

Total (b) : :

696.56

(c)

Amount of deposits repaid during the year :

385.09

(d)

Balance of deposits outstanding at the end of the year (a b-c)

1062.63

ii. Details of Deposit from Public [Accepted under Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975 ]:

(Rs. in lakhs)

(a) Amount of existing deposits as at 1st April, 2015 :

536.54

(b) Amount of deposits accepted or renewed during the year

(i) Secured deposits :

0

(ii) Unsecured deposits :

0

Total(b) : :

0

(c) Amount of deposits repaid during the year :

250.85

(d) Balance of deposits outstanding at the end of the year (a b-c)

285.69

b. As on 31st March, 2016, deposits of Rs. 15000/- was remained unpaid or unclaimed by the Company.

c. 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.

SUBSIDIARY COMPANY:

The Company is having a wholly-owned subsidiary company namely Vadilal Industries (USA) Inc., USA. Except the same, during the year under review, no Company has become or ceased to become subsidiary, joint venture or associate Company. A report on the financial position of the subsidiary and associate as per first proviso to sub-section(3) of Section 129 of the Companies Act, 2013 and Rules made there under in the prescribed Form - AOC-1 is provided as Annexure - Cto the Directors Report. The Policy for determining material subsidiaries may be accessed on the Company''s website viz www.vadilalgroup.com.

Pursuant to the provisions of Section 136 of the Act, separate Audited Accounts in respect of subsidiary company are available at the web-site of the Company viz. www.vadilalgroup.com.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the requirements of Section 129(3) read with Schedule - III of the Companies Act, 2013 and Rules made there under, and Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement), 2015 and other applicable Accounting Standards, the Consolidated Financial Statements of the Company, its wholly-owned Subsidiary Company namely, Vadilal Industries (USA) Inc., Vadilal Cold Storage, a Partnership Firm and Vanilla Forex and Consultancy Services Ltd., an Associate Company, for the year ended on 31st March, 2016 have been attached with the financial statement of the Company. The Audited Consolidated Financial Statements form part of the Annual Report.

CORPORATE GOVERNANCE:

Being a Listed Company, the Company has taken necessary measures to comply with the Listing Agreement with the Stock Exchanges as amended from time to time including SEBI (Listing Obligation and Disclosure Requirement), 2015 regarding Corporate Governance. A separate report on Corporate Governance for the year ended on 31 st March, 2016 is attached herewith as a part of this Annual Report viz Annexure -D. A certificate from Statutory Auditors of the Company regarding compliance of Corporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirement), 2015 is obtained by the Company and annexed to the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm :

(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 the company 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 in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and 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 under Section 186 of the Companies Act, 2013 are not provided, as during the year under review, the Company has not given 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 the Companies (Accounts) Rules, 2014 are given in Annexure - E in the prescribed Form - AOC-2 and the same forms part of this report. All related party transactions are placed before the Audit Committee of the Company for review and approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website viz. www.vadilalgroup.com.

Your Directors draw attention of the members to Note 28.3 to the financial statement which sets out related party disclosures. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mr. Rajesh R. Gandhi, Chairman & Managing Director (DIN: 00009879) of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment. The retiring by rotation of Mr. Rajesh R. Gandhi, as aforesaid and his reappointment shall not be termed as discontinuation in his office as Managing Director of the Company. 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 152 of the Companies Act, 2013 and Rules made there under, Mrs. Deval D. Gandhi (DIN: 00988905) of the Company shall retire by rotation at this Annual General Meeting and being eligible, offer herself for re-appointment The Members are requested to consider her re-appointment as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting.

During the year in review, Mr. Nikhil M. Patel has resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. 1st January, 2016 and in his place, the Company has appointed Mrs. Ruchita V. Gurjar as a Company Secretary and Compliance Officer of the Company w.e.f. 11th February, 2016.

The brief resume/details relating to the said Directors, who are to be re-appointed/appointed are furnished in the Notes to the Notice of the Annual General Meeting.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual independent directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement), 2015.

The performance of the Board and committees were evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, 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 the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

COMMITTEES OF DIRECTORS:

The details of various committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made there under, their constitution, terms of reference and other details are provided in the Corporate Governance Report annexed with the Directors'' Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee has at its meeting held on 13th August, 2015 recommended to the Board the modification in the policy on Nomination and Remuneration of Directors of the Company by incorporating changes in it by adding Succession Plan for Appointment of Board of Directors and Senior Management as PART D the in terms of the provisions of Section 178 of the Companies Act, 2013 and Regulation 17 (4) of SEBI (Listing Obligation and Disclosure Requirement), 2015 which was approved by the Board of Directors, at its meeting held on 13th August, 2015. The Policy on appointment and remuneration of Directors is enclosed with the Directors'' report and marked as Annexure -F.

OTHER POLICIES AND MEASURES AS PER THE REQUIREMENT OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT), 2015

The Securities Exchange Board of India has notified SEBI (Listing Obligation and Disclosure Requirement), 2015 on 2nd September, 2015 under which Company needs to formulate several policies and need to take certain measures for the purpose of effective Corporate Governance.

List of Policies formulated and measures taken approved by the Board of Director is as follows:

1. Policy on Related Party Transaction

2. Policy on determining Material Subsidiary

3. Whistle Blower Policy

4. Familiarization Programme for Independent Directors

5. Code of Conduct for the Board of Director

All of the above policy and measures are prepared on the line of Companies Act, 2013 as amended and SEBI (Listing Obligation and Disclosure Requirement), 2015 which is subject to amendment as per applicable law from time to time. To view above policies & measures visit http://vadilalgroup.com/

NUMBER OF BOARD MEETINGS:

During the year under review, four Meetings of Board of Directors were held the details of which are mentioned in the Corporate Governance Report annexed with the Directors'' Report.

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

As required under Section 134(1)(m) of the Companies Act, 2013 and Rules made there under, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - G attached herewith and forming part of the Directors'' Report.

RISK MANAGEMENT:

The Company is exposed to various business risks from time to time. Risk management involves handling appropriately risks that are likely to harm an organization. There are various types of risks associated with conducting business of the Company. The ultimate goal of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations.

In view of the same and in terms of requirements of the regulation 17 of SEBI (Listing Obligation and Disclosure Requirement), 2015 regarding Corporate Governance (erstwhile Clause - 49 of the Listing Agreement), the Board of Directors had, at its meeting held on 31st January, 2006 approved the risk assessment and minimization procedure adopted by the Company in relation to its business.

The Board periodically reviews the risk assessment and minimization procedure in relation to the business of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made there under, a committee of the Directors of the Company has been constituted as Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee has formulated a policy on the Corporate Social Responsibility measures to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.

The Company was required to spend towards Rs. 29.25 lakhs towards Corporate Social Responsibility during the year – 2014 2015 and 2015-2016. In view of the same, the Corporate Social Responsibility Committee of the Company has recommended the following activities to be undertaken by the Company:

1. Approx. Rs. 6.00 laks to be spent to recharge water in the bore wells in the Pundhra Village and nearby villages up to 10 kms from Pundhra Village, to improve the water supply in those village and to improve environmental sustainability;

2. Balance Amount to be used towards providing education and vocational training to the farmers in the nearby villages of Dharampur village to enable them to effectively utilize the pesticides and residues in order to improve the quality of crops and to improve realization value of crops.

The Corporate Social Responsibility Policy is available on the Company''s web-site viz. www.vadilalgroup.com.

However, due to shortage of manpower and resources required in the respective activity, the Company could not spend towards Corporate Social Responsibility measures during the year - 2014-2015 and 2015-2016. The Directors ensure that the Company will spend sufficient amount towards Corporate Social measures in the next financial year.

The Annual Report on CSR activities is annexed herewith marked as Annexure -H.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, 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 other prescribed classes of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for more than two 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 provisions i.e. 1st April, 2014. For this purpose, the term of the audit firm before the commencement of these provisions shall be taken into account for calculating the period of ten consecutive years.

Our auditors, M/s. Kantilal Patel & Co., Chartered Accountants, Ahmadabad are holding the office as Statutory Auditors for more than ten years. Hence, they can only be re-appointed for a period up to three years i.e. up to Financial Year- 2016-2017. The Audit Committee and the Board of Directors recommend the re-appointment of M/s. Kantilal Patel & Co., Chartered Accountants, Ahmadabad as Statutory Auditors of the Company for the Financial year - 2016-2017 to hold office from the 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 to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Act and they are not disqualified under the Act. The Members are requested to consider their appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

AUDITORS’ REPORT OF THE COMPANY:

The following clarification has been made by the Directors in respect of the observation made by the Auditors in CARO report for the year ended on 31st March, 2016 :-

1. Regarding observation on Note No. 27.4 of the standalone financial statements, it is clarified that the trade receivables of Rs 290.56 lacs are outstanding at the year end from the wholly owned subsidiary are, in the opinion of the Board, realizable/ recoverable.

2. Regarding observation on Note No. 27.12 of the standalone financial statements, it is clarified that on the basis of the projection for future profit, the company projects to pay normal income tax within the specified period. Based on this assumption, the company has taken MAT Credit of Rs. 68.68 Lacs (P.Y. Rs. 58.50 Lacs) and deducted from tax provision made during the year and shown as MAT credit entitlement of total amounting to Rs. 551.85 Lacs as on 31.3.2015.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter alia requires every listed companies to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed M/s SPANJ Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure -1 to this Report. The following clarification has been made by the Directors in respect of the observation made by the Secretarial Auditors in the Secretarial Audit Report for the year ended on 31st March, 2016 :-

i. There was a disputed Food safety Penalty imposed by Nayab Nirnayak Adhikari under Food Safety and Standards Act relating to the year 2013-14 which have been shown in contingent liabilities at Note No. 27 against which appeals have been filed by the company as reported.

ii. In respect of observation for not spending amount towards CSR Expenditure during the year, necessary clarification has been provided in the Directors Report under “Corporate Social Responsibility” section.

iii. In respect of observation of late approving financial results for the year ended on 31 -03-2015, it is clarified by the Board that the Company has implemented the Company has implemented SAP Project during the year 2014-2015 and the SAP system was not able to generate authenticated report related to financial results. Hence, the Company was not able to approve the Audited Financial Results within the statutory time limit.

iv. In respect of observation of short fall in depositing requisite amount to Deposit Repayment Reserve Account, it is clarified by the Board that the short fall was due to calculation error, which was duly ratified later on.

INSURANCE:

All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and other insurable interest are adequately insured.

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 BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The Company confirms that it has paid Annual Listing Fees due to the BSE Limited and National Stock Exchange of India Limited upto the Financial Year -2016-2017.

PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure - 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 the financial year under review, no employee of the Company including Managing Directors was in receipt of remuneration in excess of the limits set out in the said rules.

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 from 31st March, 2016 till the date of this report.

- During the year under review, there was no significant and/or material order passed by any regulators or courts or 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 Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.

- During the year under review, no Director or Managing Director of the Company has received any remuneration or commission from subsidiary of the Company in terms of provisions of Section 197(14) of the Companies Act, 2013.

- 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 on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under.

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.

By order of the Board of Directors

RAJESH R. GANDHI

Place : Ahmedabad Chairman and Managing Director

Date : 8th August, 2016 DIN : 00009879

Director’s Report