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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 Vadilal Dairy International Ltd
NSE 05:30 | 01 Jan Vadilal Dairy International Ltd

Vadilal Dairy International Ltd. (VADILALDAIRY) - Director Report

Company director report


The Members

Vadilal Dairy International Limited

Your Directors are pleased to present the Thirty Fourth Annual Report on thebusiness and operations of M/s Vadilal Dairy International Limited (‘the Company')along with the Audited Financial Statements for the year ended March 31 2021.


(Rs. In Lacs)

PARTICULARS 2020-2021 2019-2020
Profit Before Depreciation and Financial Charges 164.50 145.07
Less: Depreciation and amortization 221.51 224.57
Financial cost 3.67 96.25
Profit before Exceptional Items and Tax (389.68) (175.75)
Exceptional Items -- --
Profit Before Tax (389.68) (175.75)
Provision for Deferred Tax (Asset) (92.63) 4.81
Less: Current Tax - (28.00)
Profit After Tax (297.05) (198.94)


The Company has earned revenue from the operations (gross) of Rs.1052.01/- lakhs duringthe year ended on 31st March 2021 as against Rs. 3762.79/- Lakhs during the previous yearended on 31st March 2020.

The Company reported Loss of Rs.29704965/- during the year ended on 31st March 2021as compared to the profit of Rs.19894053/- during the previous year ended on 31stMarch 2020.

The Company's EPS is Rs. (9.30) for the year ended 31st March2021 ascompared to Rs.(6.23) for the previous year 2019-20.


The Company expects to improve its performance by achieving targets and The approachwould be to continue with the growth momentum while balancing risk.


The Authorized Share Capital of the Company is Rs. 150000000 (Rupees Fifteen Crores)and the Paid up capital of the Company is Rs. 31941500 (Rupees Three Crores NineteenLakh Forty One Thousand and Five Hundred).

During the year no changes took place in Share Capital of the Company.


Pursuant to section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return for FY 2020-21 is availableon company's website at


In order to conserve the resources and for further growth of the Company theManagement does not propose to pay any dividend for the Financial Year ended 31stMarch 2021.


The Board does not propose transfer of any amount to Reserves for the Financial Year2020-2021.


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 is regularly complying with theRegulations of BSE & SEBI.

The Company had received the Letter from the Stock Exchange for compulsory delisting ofits Securities and accordingly the Company had replied for the letter so received and asper their requirements the Company has submitted all the necessary pending compliancesunder the relevant filing portal with the Stock Exchange and also paid its pending Listingfees . The Company is under the process of application for revocation of Securities fortrading in shares with BSE Limited.


During the year under review there are no material changes and commitments affectingthe Financial Position of the Company which has occurred between the end of the FinancialYear to date of the Report.


During the year

1. Mr. Mahesh Kelkar (DIN: 09010111) was appointed as Additional Director on 26thDecember2020.The term of Mr. Mahesh Kelkar is till the conclusion of the ensuing AnnualGeneral Meeting. The board recommends appointment of Mr. Mahesh Kelkar as Non ExecutiveIndependent Director for a term of 5 years from the conclusion of Annual General Meeting.

2. At the ensuing Annual General Meeting Mr. Shailesh Gandhi (DIN: 01963172) retiresby rotation and seeks re- appointment.

3. Mr. Uday Sawant resigned from the post of Company Secretary & Compliance Officerw.e.f 23rd December 2020.


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 tosection 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014are given in "Annexure A" in Form AOC -2 and 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 2021 is attached as a part of the Annual Accounts of the Company.


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.

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


Your Company has laid down a Sexual Harassment Policy. The company has zero toleranceon sexual harassment at workplace. During the year under review there was no casepursuant to the sexual harassment at Workplace (Prevention Prohibition and Redressed)Act 2013 and there were no cases pending to be addressed / resolved either at thebeginning 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 and Rules made there under.

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


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.


Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 a structured questionnaire 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 lays down a framework in relation toRemuneration of Directors and Key Managerial Personnel of the Company. This policy amongstothers lays down the criteria for selection and appointment of Board of Directors. TheDetails 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 Company


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 is as under:

Remuneration of Directors:

Name Title % Increase/ Decrease in the remuneration for the year ended 31st March 2021 Ratio as related to employees
Shailesh Gandhi Managing Director NA NA
Bela Gandhi Executive Director NA NA
Rahil Gandhi Whole Time Director NA NA

Note: The Directors do not receive any remuneration except sitting fees. Hence thepercentage increase of their remuneration has not been considered for the above purpose.

1. The above Executive Directors of the Company were not paid any amount asRemuneration during Finanical Year 2020-21. Thus median is not calculated for the yearended 31-03-2021.

2. As on 31st March 2021 there were total of 62 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.

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


M/s. Vinod K. Mehta & Co Chartered Accountants (Registration No. 111508W)were appointed as Statutory Auditors of the Company in its 30th Annual GeneralMeeting for tenure of 5 years i.e. till the Conclusion of Annual General Meeting to beheld in the Year 2022. (As per the new Companies Amendment Act 2017 read with NotificationS.O. 1833(E) dated 7th May 2018 deletes provision of annual ratification of theappointment 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 SG & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company for the year. The Secretarial Audit reportis annexed herewith as "Annexure B".

Observations by secretarial auditor:

1. The Share Holding of Promoter Group is not held in dematerialized form as on dateand the Company is in the process of dematerialising the same.

2. The Company had received notice for completion of compliance of revocation ofsuspension from BSE Limited on 26th March 2021.

3. Mr. Uday Sawant Company Secretary and Compliance Officer resigned on 23.12.2020.The Company is in process of appointing Company Secretary & Compliance Officer.

Explanation by the management:

1. The Company is under the process of getting its shares dematerialized and the noticeis sent to all the Shareholders to get their Shares dematerialized.

2. The Company is in the process of making application for revocation of suspension toBSE Limited and shall take the necessary action.

3. The Company is in process of appointing Company Secretary & Compliance Officer.


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.


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 C".


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 StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.

The Whistle Blower Policy ensures that strict confidentiality is maintained whilstdealing with concerns and also that no discrimination will be met out to any person for agenuinely 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. As the Equity shares of the Company are suspended at BSELimited there was no trading of shares during the year. However all Directors and thedesignated employees have confirmed compliance 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 ofvarious risks disciplined risk assessment and measurement procedure and continuousmonitoring. The policies and procedure established for this purpose are continuouslybenchmarking with international best practice. The risk management process is continuouslyimproved and adapted to the changing global risk scenario.

The risks 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.


During the year under review the Company has not made any provision for the CSRExpenditure as it is not covered under the conditions as prescribed under Section 135 (1)of the Companies Act 2013.

The Corporate Social Responsibility policy is available on the Company's website viz.


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 and Turnover ofRs. 25 Crore. But certain important points have been highlighted as below:

Meeting of Board of Directors and Other Committee Meetings:

Board Meeting:

The Board of Directors comprises of Nine Directors four are Executive and five 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:

31.07.2020 26.08.2020 15.09.2020 13.11.2020


24.12.2020 26.12.2020 13.02.2021


Sr. No. Name of Director Designation Attendance in Board Meetings Attendance in last Annual General Meeting


1. Shailesh R Gandhi Managing Director 7 7 Yes
2. Rahil S Gandhi Whole Time Director (Executive) 7 7 Yes
3. Bela S Gandhi Director 7 7 Yes
4. Sandeep Patil Executive Director 7 7 Yes
5. Subhashchandra Patil Independent Director (Non- executive) 7 7 Yes
6. Vishnu Barhate Independent Director (Non- executive) 7 7 Yes
7. Mahesh Pandya Independent Director (Non- executive) 7 7 Yes
8. Ankush Garde Independent Director (Non- executive) 7 7 Yes
9. Mahesh Kelkar Additional Independent Director (Non- executive) 2 2 Not Applicable

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 there under 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:

31.07.2020 15.09.2020 13.11.2020 13.02.2021

Attendance at the Audit Committee:

Sr. No. Name of Directors Designation

Attendance In Audit Committee

Held Attended
1. Shailesh Gandhi Managing Director 4 4
2. Vishnu Barhate Non- Executive Independent Director (Member) 4 4
3. Subhashchandra 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 2020-2021 is detailed below: The Nomination andRemuneration Committee meeting was held on 26th December 2020

Sr. No. Name of Directors Designation Attendance In Nomination & Remuneration Committee
Held Attended
1. Subhashchandra Patil Non Executive Director (Chairman) 1 1
2. Vishnu Barhate Non- Executive Independent Director (Member) 1 1
3. Ankush Garde Non- Executive Independent Director (Member) 1 1
4. Mahesh Pandya Non- Executive Independent Director (Member) 1 1

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 there underand Regulation 20 of SEBI (Listing Obligation and Disclosure Requirement) Regulation2015.

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 2020-21 is detailed below:

31.07.2020 15.09.2020 13.11.2020


Sr. No. Name of Directors Designation

Attendance In Stakeholders Relationship Committee

Held Attended
1. Subhashchandra Patil Non Executive Director (Chairman) 3 3
2. Vishnu Barhate Non- Executive Independent Director (Member) 3 3
3. Shailesh Gandhi Executive Director (Member) 3 3
4. Ankush Garde Non- Executive Independent Director (Member) 3 3

The details of Complaints received and resolved during the Year ended 31stMarch 2021 are as follows:

No. of Complaints Received- 0 No. of Complaints Resolved- 0 No. of Complaints 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 Composition of Independent Director is as follows:

Sr. No. Name and Designation Designation
1. Mr. Subhashchandra Patil Non- Executive Independent Director (Member)
2. Mr. Vishnu. D. Barhate Non Executive Independent Director (Chairman)
3. Mr. Ankush Garde Non Executive Independent Director (Member)
4. Mr. Mahesh Pandya Non Executive Independent Director (Member)
5. Mr. Mahesh Kelkar Non Executive Independent Director (Member)

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 13th February 2021 and allthe Independent Directors of the Company were present at the Meeting.

Corporate Social Responsibility Committee:

The Company is covered under the provisions of Section 135 and Rules made there underfor 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 13thFebruary2021.

The Composition of Corporate Social Responsibility Committee is as follows:

Sr. No. Name Designation
1. Mr. Shailesh Gandhi Managing Director (Chairman)
2. Mrs. Bela Gandhi Director (Member)
3. Mr. Vishnu Barhate Non- Executive Independent Director (Member)
4. Mr. Subhashchandra Patil Non- Executive Independent Director (Member)


Date 29th September 2021
Time 12.00 Noon
Place Through VC/ OAVM
Financial Year 2020-21
Book Closure 23rd September 2021 to 29th September 2021
Dividend payment NIL
Listed on Stock Exchange The BSE Limited
Stock Code 519451
Demat ISIN No. in CDSL INE159T01016
Registrar and Share Transfer LINK INTIME INDIA PVT. LTD.
Agents SEBI REG.NO. :INR000004058
C-101 247 Park L.B.S. Marg
Vikhroli (West) Mumbai -400083. contact No:1800 1020 878


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.

For and on behalf of the Board
For Vadilal Dairy International Limited
Shailesh Gandhi
Managing Director
DIN: 01963172
Date: 2nd September2021
Place: Boisar
Registered Office:
Plot no. M-13 MIDC Industrial Area
Tarapur Boisar Maharashtra Thane: 401506