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Vadilal Enterprises Ltd.

BSE: 519152 Sector: Others
NSE: N.A. ISIN Code: INE693D01018
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VOLUME 30
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P/E 21.01
Mkt Cap.(Rs cr) 121
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Buy Qty 25.00
Sell Price 1437.00
Sell Qty 5.00
OPEN 1370.00
CLOSE 1370.00
VOLUME 30
52-Week high 1459.50
52-Week low 774.00
P/E 21.01
Mkt Cap.(Rs cr) 121
Buy Price 1301.50
Buy Qty 25.00
Sell Price 1437.00
Sell Qty 5.00

Vadilal Enterprises Ltd. (VADILALENTERP) - Director Report

Company director report

To

The Members

VADILAL ENTERPRISES LIMITED

Ahmedabad.

Your Directors have pleasure in presenting herewith the 34th Annual Reporttogether with the Audited Statement of Accounts for the year ended on 31stMarch 2019.

FINANCIAL HIGHLIGHTS: (Rs in Lacs)
Particulars Current Year ended on 31-03-2019 Previous Year ended on 31-03-2018
(a) Earnings before Interest Tax Depreciation and Amortization 1579.64 1332.68
(b) Finance Cost (368.84) (250.00)
(c) Depreciation & Amortization Expense (1195.35) (1060.95)
(d) Profit/(Loss) before Tax 15.45 21.73
(e) Tax Expense
-- Current Tax 79.71 2.39
-- Deferred Tax Expenses (73.16) 4.54
Total Tax: 6.55 6.93
(f) Profit/(Loss) for the year 8.90 14.80
(g) Other Comprehensive income
Item that will not be reclassified to Profit & Loss
- Re-measurement of Defined Benefit Plans (Net of Taxes) (13.96) 0.37
Other Comprehensive income for the year (13.96) 0.37
(i) Total Comprehensive income for the year (5.06) 15.17

STATE OF COMPANY'S AFFAIRS:

The Company has earned Revenue from Operations of Rs 57314.39 lacs during the yearended on 31st March 2019 as against Rs 54585.94 lacs earned during the previous yearended on 31st March 2018 giving a rise of 4.99% as compared to previous year.

After adding thereto the other income of Rs 284.20 lakhs earned by the Company theCompany has earned total income of Rs 57598.59 lakhs during the year under review. TheCompany has incurred total expenses of Rs 57583.14 lakhs including Finance cost of Rs368.84 lakhs and Depreciation and Amortization expenses of Rs 1195.35 lakhs during theyear under review.

The Company has earned profit before Tax of Rs 15.45 lacs during the year under reviewas compared to Profit Rs 21.73 lacs incurred during the previous year ended on 31st March2018. The Company has earned profit for the year of Rs 8.90 during the year ended on 31stMarch 2019 after deducting Current Tax of Rs 79.71 lacs and Deferred Tax of ' (73.16)lacs as compared to Profit of Rs 14.80 lacs incurred by the Company during the previousyear ended on 31st March 2018.

DIVIDEND:

The Directors have recommended dividend of Rs 0.80/- per share (@ 8.00%) on 862668Equity Shares of Rs10/- each of the Company for the financial year ended on 31stMarch 2019 as compared to Rs 0.80/- per share (@ 8.00%) dividend declared in the previousfinancial year ended on 31st March 2018. If approved the dividend will bepaid without deduction of tax at source to the shareholders.

TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to General Reserve during the yearunder review.

MANAGEMENT DISCUSSION & ANALYSIS:

India is the largest producer and marketer of milk. It accounts for over 1 /5th of theglobal milk production. This provides the ice cream industry with a large volume of rawmaterial to manufacture ice creams. The ice cream market in India is forecast to exhibit aCAGR of 17.03% during 2016-2021. Keeping up with the economy's quantum growth in recentyears the ice cream market has also set new records. Today the total organized Indianice cream market is estimated at approx. Rs 6000 crores.

Ice creams are an integral part of any celebration. And Vadilal offers a range of icecreams and frozen desserts that enriches the celebrations.

Increase in the percentage of urbanization rise in the disposable incomes andincrease in the "out of home food" consumption coupled with the steep increasein the availability of multi cuisine restaurants in the residential areas are some of thereasons behind the thriving ice cream industry.

To ensure maximum visibility to the public in terms of marketing we spend on anoptimal mix of above the line (ATL) and bellow the line (BTL) activities. We utilizevarious communication touch points like TV Print Digital Retail activity Point ofpurchase (POP) Point of Sales (POS) etc. to get the brand message across. This year wehave taken a giant leap into the field of advertising and marketing Vadilal has anoticeable presence in IPL 2019 with their prime property up advertising for all theconcerned Trade & Consumers along with a huge fan base of young Indians to consume. Asa share of voice we are the largest marketing investment company in Ice cream segment incompetition with others players.

However the advertising budgets are skewed more towards television as we have anationwide reach now. Apart from traditional media platforms we also enjoy commendablebrand presence and preference in the digital space that cater to the youth and all classand society.

Our consumer engagement initiative Vadilal Freeze the Moment Contest Calendar launchedin 2012 became a successful annual event. With the sharp increase in the use of digitaland social media this year we spearheaded social media led campaigns to engage with theyoung consumers.

On the sales promotions front we constantly engage our trade patrons through variousschemes and offers. Vadilal also invests in consumer promotional activities from time totime. We are expecting to yield good results this year as we have been very calculative inpumping our assets into the market for the expansion of our business.

We are marching towards Rs1000 Crore INR sales turnover by 2020 with strategicbusiness planning & product innovation with extensive distribution with completemarketing efforts. Yet the overall vision of the company remains the same that is toincrease the consumption of ice-cream at the national level supported by appropriatepromotion and communication strategies.

FINANCE:

During the year under review the company has not availed any Fresh secured andunsecured loans from various Banks FIs.

During the year company has made regular repayment of Loan & interest thereon andthere is no overdue payment to Banks and FIs.

During the year the Banks have also reduced the Rate of Interest and the Company hasapproached to India Ratings and Research Pvt. Ltd (Rating Agency) and they have givenLong-term issuer rating at 'IND A-' The Outlook is Positive for the company.

During the year under review the Company has transferred Rs 42348/- to Investors'Education and Protection Fund being the amount of Unpaid/Unclaimed Dividend for theFinancial year - 2010-2011.

During the year under review the Company has transferred the unclaimed interest onFixed Deposit of Rs 5803/- for the financial year ended on 31st March 2011 to Investors'Education and Protection Fund.

DETAILS OF DEPOSITS:

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

(' in lakhs)
(a) Amount of existing deposits as at 1st April 2018 98.93
(b) Amount of deposits accepted or renewed during the year
(i) Secured deposits 0
(ii) Unsecured deposits 36.00
Total (b) : 36.00
(c) Amount of deposits repaid during the year 65.58
(d) Balance of deposits outstanding at the end of the year (a+b-c) 69.35

b. During the year under review the Company has not made any default in repayment ofdeposits or payment of interest on deposits.

c. The Company has not accepted or renewed any deposit which is not in compliance withthe provisions of Chapter - V of the Companies Act 2013.

CONSOLIDATED FINANCIAL STATEMENTS:

As on 31st March 2019 the Company does not have any subsidiary jointventure or associate Company and hence the Company is not required to attach theConsolidated Financial Statements alongwith its Financial Statement in terms ofprovisions of Section 129(3) read with Schedule - III of the Companies Act 2013 and Rulesmade thereunder and Regulation 34 of the SEBI (Listing Obligation and DisclosureRequirement) 2015 and other applicable Accounting Standards.

Subsidiaries Joint Ventures and Associate Companies:

As on 31st March 2019 the Company does not have any subsidiary jointventure or associate company. Therefore Report on the performance and financial positionof each of the subsidiaries associates and joint venture companies is not require to begiven.

During the year under review none of the companies have become or ceased to beCompany's subsidiaries associates or joint ventures.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

CORPORATE GOVERNANCE:

The provisions related to compliance with Corporate Governance of as mentioned inRegulation 16(2) of Chapter - IV of the SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 ("SEBI-LODR") are not applicable to the Companysince the share capital of the company does not exceed Rs 10.00 Crores and the net-worthof the Company does not exceed Rs 25 Crores as per the last audited Balance sheet of theCompany.

However being a Listed Company the Company has always taken necessary measures toadhere to the best governance practices and norms.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation andexplanations obtained by them your Directors make the following statement in terms ofSection 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 hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;

(c) The directors had 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;

(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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) The directors had devised proper systems to ensure compliance with the provisionsof 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 providedby the Company under Section 186 of the Companies Act 2013 forms part of the Notes to thefinancial statements provided in this Annual Report.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company as required under Section 92(3) of the Act andRule - 12 of the Companies (Management and Administration) Rules 2014 in the prescribedForm - MGT-9 is annexed herewith as Annexure -A to this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure - Bin the prescribed Form - AOC-2 and the same forms part of this report. All related partytransactions 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 partytransactions 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 - 39 to the financial statementwhich sets out related party transactions. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March 2019 the Board of the Company comprises the followingDirectors:

Sr. No. Name of the Director Designation Category
1. Mr. Rajesh R. Gandhi Chairman & Director Non-executive and Non-Independent
2. Mr. Devanshu L. Gandhi Director Non-executive and Non-Independent
3. Mrs. Mamta R. Gandhi Director Non-executive and Non-Independent
4. Mr. Jayantilal M. Shah* Director Independent Director
5. Mr. Jignesh J. Shah* Director Independent Director
6. Mr. Ashish H. Modi Director Independent Director
7. Mr. Preet P. Shah Director Independent Director

• Mr. Jignesh J. Shah & Mr. Jayantilal M. Shah Independent Directors haveresigned from the Board of Director w.e.f. 19th June 2019 & 3rdJuly 2019 respectively the Board places on record their deep appreciation for thecontribution during their tenure.

As on 31st March 2019 the Key Managerial personal of the Company are asfollows:

Sr. No. Name of the Key Managerial Personal Designation
1. Mr. Vishal Surti (up to 26th November 2018) Chief Executive Officer
2. Mr. Rajesh Bhagat Chief Financial Officer
3. Mr. Darshan Shah Company Secretary & Compliance Officer

Further following Key Managerial Personal are appointed after 31st March2019 details of them are as follows:

Sr. No. Name of the Key Managerial Personal Designation
1. Mr. Jinand Patel (w.e.f. 23rd July 2019) Chief Executive Officer
2. Mr. Kamal Varma (w.e.f. 23rd July 2019) Chief Executive Officer

Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder Mr. Rajesh R. Gandhi Director (DIN: 00009879) of the Company shall retire byrotation at this Annual General Meeting and being eligible offer himself forre-appointment. The Members are requested to consider her re-appointment as Director ofthe Company for which necessary resolution has been incorporated in the notice of themeeting.

The brief resume/details relating to Mr. Rajesh R. Gandhi is furnished in the Notes tothe Notice of the Annual General Meeting. NUMBER OF BOARD MEETINGS:

Total 5 meetings of the Board of Directors were held during the year details of datesand their attendance is as follows:

Board meeting were held on 28.5.2018 11.8.2018 27.11.2018 3.1.2019 and 12.2.2019

Name of Director Attendance Particulars (Total 5 Board Meetings held during the year)
Mr. Rajesh R. Gandhi 5
Mr. Devanshu L. Gandhi 5
Mrs. Mamta R. Gandhi 5
Mr. Jignesh J. Shah 3
Mr. Jayantilal M. Shah 3
Mr. Ashish H. Modi 5
Mr. Preet P. Shah 3

COMMITTEES OF DIRECTORS:

The details of various committees of Directors constituted under various provisions ofCompanies Act 2013 and Rules made thereunder are as follows:

A. AUDIT COMMITTEE :

The Audit Committee comprises the following Director of the Company as on 31stMarch 2019 namely:

Sr. No. Name of the Member Designation Category
1 Mr. Jignesh J. Shah * Chairman Independent Director
2 Mr. Rajesh R. Gandhi Member Non-Executive and Non-Independent Director
3 Mr. Devanshu L. Gandhi Member Non-Executive and Non-Independent Director
4 Mr. Jayantilal M. Shah* Member Independent Director
5 Mr. Preet P. Shah Member Independent Director

Audit Committee meeting were held on 28.5.2018 11.8.2018 27.11.2018 3.1.2019 and12.2.2019

• Mr. Jignesh J. Shah & Mr. Jayantilal M. Shah Independent Directors haveresigned from the Board of Director w.e.f. 19th June 2019 & 3rdJuly 2019 respectively.

After above resignations audit committee was reconstituted on 23rd July2019 which is as follows:

Sr. No. Name of the Member Designation Category
1 Mr. Preet P. Shah Chairman Independent Director
2 Mr. Rajesh R. Gandhi Member Non-Executive and Non-Independent Director
3 Mr. Ashish Modi Member Independent Director

The constitution of the Audit Committee fulfills the requirements of Section 177 of theCompanies Act 2013 and Rules made thereunder. The members of audit committee arefinancially literate and having accounting or related financial management expertise.

Mr. Darshan Shah who is a Company Secretary of the Company is the Secretary to theAudit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee of the Company comprises the followingDirectors of the Company as on 31st March 2019 namely:

Sr. No. Name of the Member Designation Category
1 Mr. Jignesh J. Shah* Chairman Independent Director
2 Mr. Devanshu L. Gandhi Member Non-executive and Non-Independent Director
3 Mr. Preet P. Shah Member Independent Director

The constitution of Nomination and Remuneration Committee fulfills the requirements ofSection 178 of the Companies Act 2013 and Rules made thereunder.

Nomination and Remunaration Committee meeting were held on 28.5.2018 11.8.201827.11.2018 and 12.2.2019

• Mr. Jignesh J. Shah & Mr. Jayantilal M. Shah Independent Directors haveresigned from the Board of Director w.e.f. 19th June 2019 & 3rdJuly 2019 respectively.

After above resignations nomination and remuneration committee was reconstituted on 23rdJuly 2019 which is as follows:

Sr. No. Name of the Member Designation Category
1 Mr. Preet P. Shah Chairman Independent Director
2 Mr. Devanshu L. Gandhi Member Non-executive and Non-Independent Director
3 Mr. Rajesh R. Gandhi Member Non-executive and Non-Independent Director
4 Mr. Ashish Modi Member Independent Director

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE :

The Stakeholders' Relationship Committee of the Company comprises the followingDirectors of the Company as on 31st March 2019 namely:

Sr. No. Name of the Member Designation Category
1 Mr. Rajesh R. Gandhi Chairman Non-Executive and Non-Independent Director
2 Mr. Devanshu L. Gandhi Member Non-Executive and Non-Independent Director

On 23rd July 2019 Stakeholders' Relationship Committee reconstituted as follows:

Sr. No. Name of the Member Designation Category
1 Mr. Rajesh R. Gandhi Chairman Non-Executive and Non-Independent Director
2 Mr. Devanshu L. Gandhi Member Non-Executive and Non-Independent Director
3 Mr. Preet Shah Member Independent Director

The constitution of Stakeholders' Relationship Committee fulfills the requirements ofSection 178 of the Companies Act 2013 and Rules made thereunder.

The Committee inter alia approves the transfer of Shares issue of duplicate ShareCertificates splitting and consolidation of Shares etc. The Committee also looks afterredressal of Shareholder's complaints like transfer of shares non-receipt of balancesheet nonreceipt of dividends etc. The Board of Directors has delegated the power ofapproving transfer of Shares etc. to the Stakeholders' Relationship Committee.

BOARD PERFORMANCE EVALUATION:

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board on the basis of the criteriasuch as the Board composition and structure effectiveness of board processes informationand functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

OTHER POLICIES AS PER THE REQUIREMENT OF COMPANIES ACT 2013 AND SEBI (LISTINGOBLIGATION AND DISCLOSURE REQUIREMENT) 2015

The policies formulated by the Company under various provisions of Companies Act 2013and SEBI (Listing Obligation and Disclosure Requirement) 2015 are available on thewebsite of the Company viz : www.vadilalgroup.com.

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

The details of Conservation of Energy and Technology Absorption are not required toprovide as the provisions of Section 134(1)(m) are not applicable to the Company due tothe nature of the Company's business operations being Marketing Company.

There is no any Foreign Exchange Earnings or outgo during the year under review.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The External and Internal Auditors carryout periodic reviewsof the functioning and suggest changes if required. The company has also a soundbudgetary control system with frequent reviews of actual performance as against thosebudgeted.

The Statutory Auditors have given their adverse opinion on the internal financialcontrols over the financial reporting in their Report with regards to assessment andclosure of the various financial operational and governance related matters emanating outof the numerous allegations made by promoter directors and two erstwhile independentdirectors against each other and their consequential impact if any on the financialstatements of the Company. While the management has voluntary decided to initiate aninquiry in the matter it does not anticipate any material impact on the financialstatements of the Company.

AUDITORS:

Under the provisions of Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 it is mandatory to rotate the Statutory Auditors oncompletion of the maximum term permitted under the said section. In line with therequirements of Companies Act 2013 Deloitte Haskins & Sells LLP Chartered AccountsFirm Registration No. 117366W/W 100018)("Deloitte") was appointed as StatutoryAuditors of the Company for a period of five consecutive years i.e. to hold office fromthe conclusion of the 32nd Annual General Meeting till the conclusion of the 37thAnnual General Meeting of the Company to be held in the year 2022 subject to ratificationof their appointment by the Members at every Annual General Meeting or as may benecessitated by the Act from time to time.

However Section 40 of the Companies (Amendment) Act 2017 which came into force w.e.f.7th May 2018 has omitted the requirement of rectification of the appointmentof Statutory Auditors at every Annual General Meeting.

AUDITORS' REPORT OF THE COMPANY:

The Independent Auditors' Report dated 23 rd August 2019 on the financial statments ofthe Company for the year ended on 31st March 2019 contains Disclaimer of Opinion togetherwith the basis for the same made by the Auditors:

While the management has voluntary decided to initiate an inquiry in the matter itdoes not anticipate any material impact on the financial statements of the Company.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act 2013 inter alia requires every listed companies toannex with its Board Report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form. The Board has appointed M/s SPAN & Co. CompanySecretaries LLP to conduct Secretarial Audit for the financial year - 2018-2019. TheSecretarial Audit Report for the financial year ended March 31 2019 is annexed herewithmarked as Annexure - C to this Report.

The Secretarial Auditors' Report of the Company for the year ended 31 st March 2019contains certain Comments/ observations. The explanation on observations therein is asunder:-

1. 100% Shareholding of Promoter Group is not maintained in dematerialization form:Shareholders are in the Process of dematerialization of Shares of Promoter Group.

2. Late submission of quarterly results as on 30-09-2018: The Company has replied tothe Stock Exchanges and Company has paid penalty to the Stock Exchanges.

COST AUDIT:

The maintenance of cost records has not been specified by Central Government undersection 148(1) of the Companies Act 2013 for the business categories in which Companyoperates accordingly such accounts and records are not maintained.

PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are enclosed with this report as Annexure - D.

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) Rules2014 is not required to be provided since during the financial year under review noemployee of the Company except the Managing Directors was in receipt of remuneration inexcess of the limits set out in the said rules.

MATERIAL INFORMATION:

During the financial year 2017-18 a Company Petition (being Company Petition No. 43 of2017) has been filed against the Company before the National Company Law TribunalAhmedabad ("NCLT") under Sections 241 and 242 of the Companies Act 2013. Inconnection to the said Company Petition No. 43 of 2017 the Petitioners and all theparties to the petition are seeking to arrive at an amicable resolution of matter. Thematter was lastly heard by the Hon'ble NCLT on 1st August 2019 and adjournedto 3rd September 2019

GENERAL:

• During the year under review there was no change in the nature of business ofthe Company and there is no material change and/or commitments affecting the financialposition of the Company during the period from 31st March 2019 till the date of thisreport.

• During the year under review there was no significant and/or material orderpassed by any regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

• The Company does not provide any loan or other financial arrangement to itsemployees or Directors or Key Managerial Personnel for purchase of its own shares andhence 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 Companyhas received any remuneration or commission from subsidiary of the Company in terms ofprovisions 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 withdifferential voting rights.

• The Company has zero tolerance towards sexual harassment at the workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.

• Annual Return in Form DPT-3 as required under section 73(2) of the CompaniesAct 2013 read with rule 16 of Companies (Acceptance of Deposits) Rule 2014 as amendedfor the financial year 2018-19 was not filed; However the same shall be filed withpenalty.

INSURANCE:

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

TRADE RELATIONS:

The Board desires to place on record its appreciation of the support and co-operationthat your Company received from Distributors Dealers Stockiest C&F AgentsRetailers and all others associated with your Company. It will be your Company's continuedendeavor to build and nurture strong links with the trade based on mutuality respect andco-operation and consistent with the consumer interest.

ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the co-operation andassistance extended by various departments of the Union Government State GovernmentBankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere servicesof the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

By Order of the Board of Directors
RAJESH R. GANDHI DEVANSHU L. GANDHI
Date : August 23 2019 CHAIRMAN & DIRECTOR DIRECTOR
Place : Ahmedabad DIN :00009879 DIN : 00010146