The warring promoters of listed ice-cream manufacturer Vadilal Industries, the Gandhi family, have reached a pact to settle their disputes in a bid to maximize shareholder value and separate the ownership from the management of the firm, an exchange disclosure said on March 30.
Rajesh R. Gandhi, Janmajay V. Gandhi and Devanshu L. Gandhi, heads of the respective branches of the Gandhi family have entered into a "memorandum of family arrangement," and are desirous of restructuring the management of the company to: (a) maintain equality of interests and participation of all the promoters while maximizing shareholder value, and (b) to establish a more robust framework of corporate governance by appointing independent professional management personnel for management of the business and operations of the company, the disclosure added.
Subject to withdrawal of appeals at the NCLT ( National Company Law Tribunal) and NCLAT ( National Company Law Appellate Tribunal), the ice-cream maker, which has seen its share price rise by 28.18 per cent in the last month, approved the reconstitution of the board with Gandhi family members stepping down from top management posts like CFO and MD and assuming the role of executive directors instead. 4 independent directors have also been named.
"Further, in view of the significance that the brand “Vadilal” holds in the business operations of the company, the promoters are also desirous of housing the ownership of the brand within the company, which is currently used by the company under a non-exclusive license, for a limited period, from a promoter group entity," as per the terms of the settlement.
To execute the above, the exchange disclosure also added that certain promoter-owned companies, namely, Vadilal Finance Company Private Limited, (b) Veronica Constructions Private Limited, and (c) Vadilal International Private Limited ( owner of the trademark "Vadilal") will be merged into Vadilal Industries.
The move will enable the company to secure continued use of the brand, which will in turn enable it to "sustain its strong market presence and seamlessly meet consumer demand."
Due to uneven growth, differing perceptions, expectations and ambitions, including matters relating to the strategic direction, growth and governance of the Ahmedabad based Vadilal group, various disputes and differences had arisen in the past amongst the fourth generation of the Gandhi family members at benches of the NCLT and NCLAT citing allegations of oppression and management.
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