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Vadilal Industries Ltd.

BSE: 519156 Sector: Agri and agri inputs
NSE: VADILALIND ISIN Code: INE694D01016
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OPEN 874.00
PREVIOUS CLOSE 881.55
VOLUME 366
52-Week high 1264.00
52-Week low 773.25
P/E 257.80
Mkt Cap.(Rs cr) 615
Buy Price 856.05
Buy Qty 2.00
Sell Price 861.65
Sell Qty 1.00
OPEN 874.00
CLOSE 881.55
VOLUME 366
52-Week high 1264.00
52-Week low 773.25
P/E 257.80
Mkt Cap.(Rs cr) 615
Buy Price 856.05
Buy Qty 2.00
Sell Price 861.65
Sell Qty 1.00

Vadilal Industries Ltd. (VADILALIND) - Director Report

Company director report

To

The Members

VADILAL INDUSTRIES LIMITED

Ahmedabad.

Your directors have pleasure in presenting herewith the 37th Annual Report togetherwith the Audited Financial Statements for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS:

(Rs in lacs)
Particulars Year ended on 31-03-2021 Year ended on 31-03-2020
(a) Earnings before Interest Tax Depreciation and Amortization (EBITDA) 666.43 6799.41
(b) Finance Cost 2008.52 1472.53
(c) Depreciation and amortization expenses 1828.62 1887.89
3837.14 3360.42
(d) Profit before Tax (3170.71) 3438.99
(e) Tax Expenses
(a) Current Tax 17.39 860.43
(b) Deferred Tax (778.28) (636.21)
Total Tax Expenses (760.89) 224.22
(f) Profit/ (Loss) for the year (2409.82) 3214.77
(g) Other Comprehensive income:
Remeasurement of defined benefit plans (net of tax) 2.45 (38.12)
(h) Total Comprehensive income for the year: (2407.37) 3176.65

STATE OF COMPANY'S AFFAIRS:

The Company has earned Revenue from Operations of Rs 35654.01 lacs during the yearended on 31st March 2021 as against

Rs 51662.97 lacs during the previous year ended on 31st March 2020 a decrease of30.99% compared to previous year.

After adding thereto the other income of Rs 1202.18 lacs the Company has earned totalincome of Rs 36856.19 lacs during the year under review. The Company has incurred totalexpenses of Rs 40026.90 lacs including Finance cost of Rs 2008.52 lacs and Depreciationand Amortization expenses of Rs 1828.62 lacs during the year under review.

The Company has incurred loss before Tax of Rs 3170.71 lacs during the year underreview as compared to Profit of Rs 3438.99 lacs during the previous year ended on 31stMarch 2020. The Company has incurred loss of Rs 2409.82 lacs during the year ended on31st March 2021 adding reversal of total tax expense Rs 760.89 lacs as compared to Profitof Rs 3214.77 lacs during the previous year ended on 31st March 2020 after deductingtotal tax expense Rs 224.22 lacs

IMPACT OF COVID_19 ON THE COMPANY:

Outbreak of COVID-19 pandemic globally and in India has impacted significantly thebusiness of the company during the year. Company has witnessed lower revenues due to lockdown imposed during the beginning of the year being the peak period of the Ice creambusiness. With the unlocking of restrictions business improved gradually in the last twomonths of the year. Whilst there has been a second wave of Covid 19 Pandemic in April andMay 2021 the domestic Ice cream business of the company once again got impacted beingthe peak period. The management is continuously monitoring for any material changes to thefuture economic conditions.

DIVIDEND:

To conserve resources of the company considering the situation arising due to COVID-19pandemic and the loss incurred your Directors do not recommend any dividend for the yearunder review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves during the yearunder review.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for FY 2020-21 is available on Company'swebsite at https://vadilalgroup.com/?page_id=904

MANAGEMENT DISCUSSION AND ANALYSIS:

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

QUALITY ASSURANCE AND AWARDS AWARDS AND CERTIFICATIONS:

Vadilal has won 27 awards over 4 consecutive years: 2008 to 2011 at ‘The GreatIndian Ice Cream Contest' organized by the Indian Dairy Association. The variouscategories for awards were: The Best in Class (3): Chocolate Frozen Dessert StandardChocolate Ice Cream Rose Coconut Shell (Innovation – Novelty) Gold Medal (4):Standard Chocolate Ice Cream Chocolate Frozen Dessert Vanilla Frozen Dessert and RoseCoconut Shell (Innovation – Novelty) Bronze Medal (1): Natural Orange (Premiumwithout Inclusion). Best in Class in Kids category – Joker Ice Trooper Gold in Kidscategory – Joker Face Ice Trooper Silver in Vanilla Frozen Dessert Bronze inVanilla Ice Cream – Happinezz Vanilla Ice cream Bronze in Premium – PistaHappinezz Ice Cream garnished with Green Pista.

Vadilal Ice Creams has been voted as the "Most Trusted Ice Cream Brand inIndia" as per The Brand Trust Report - 2013. The Economic Times Survey ranked usamong the "Top 20 Food and Beverages" brands in India.

Recently in 2019 Vadilal ice cream has been voted as "Super Brand' a very proudmoment.

ISO 22000:2005 AND ISO 9001:2008 CERTIFICATES

The Company has always made continuous efforts to improve the "OVERALL PRODUCTQUALITY" by following the stringent GMP norms and continuous process innovation.This is evident with the achievement of FSMS (Food Safety Management System)Certifications i.e. BRC: Issue-6 with Grade "A"_ISO-22000:2005 and HALALfor 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 forexport of Processed Foods Products -APEDA.

The Ice Cream plants of the Company located in two locations - Pundhra in Gujarat &Barelly in UP are also certified for ISO-22000:2005 ISO 9001:2015 and BRC:Issue 7 for Food Safety Management System is another feather in the cap for theCompany.

FINANCE:

During the year under review the company has been sanctioned & disbursed CovidEmergency Credit Line (CECL) from Bank of Baroda & State Bank of India amounting to Rs2.26 Crore & Rs 1.80 Crore respectively. Apart from that banks have also sanctionedGuaranteed Emergency Credit Line 2.0 (GECL 2.0) from Bank of Baroda State Bank of IndiaIDBI Bank and Indusind Bank for Rs 4.05 Crore 8.35 Crore

Rs 0.23 Crore and Rs 9.56 Crore respectively and out of it Indusind Bank has disbursedRs 7.17 Crore. Both above loans i.e. CECL & GECL have been executed in favour ofSecurity Trustee i.e. PNB Investment Services Ltd. on 07.05.2021.

During the year company has repaid various short-term loans availed from banks namely(1) State Bank of India for Rs 25 Crore (2) Indusind Bank (Sanctioned for Rs 20 Crore)availed Rs 16.50 Crore and fully repaid (3) The Kalupur Commercial Co-op. Bank Ltd.(Sanctioned

Rs 30 Crore) availed Rs 15.41 Crore repaid Rs 14.21 Crore. Apart from above Interest& Installment on working capital and term loan facilities has been paid to Banks / FIsas availed by the Company.

India Ratings & Research Pvt. Ltd. has rated the Long Term borrowing of the companyas BBB/ Negative and Short Term borrowing as A3+.

IMPACT OF COVID_19 ON THE COMPANY'S FINANCE

Due to Corona virus and multiple lock down in the country our business module andbusiness cycle has been badly affected in FY 2020-21. The Company could not liquidatestock as per normal business cycle. Hence Sales & Profit was under pressure.

INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year – 2020-2021 the Company has deposited unclaimed/ unpaidfixed deposit amount of Rs 75334/- to Investor Education and Protection Fund - IEPF.

During the Financial year – 2020-2021 the Company has also transferred Rs316880/- being amount of unpaid dividend for the year – 2012-2013 to InvestorEducation and Protection Fund.

DETAILS OF DEPOSITS: a. During the year under review the details of depositsaccepted by the Company from its Members after complying with the provisions of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014 are as under:

i. Details of Deposit from Shareholders :

( Rs in lakhs)
(a) Amount of existing deposits as at 1st April 2020 2527.75
(b) Amount of deposits accepted or renewed during the year
(i) Secured deposits 0
(ii) Unsecured deposits 1848.30
Total (b) : 1848.30
(c) Amount of deposits repaid during the year 1333.10
(d) Balance of deposits outstanding at the end of the year (a+b-c) 3042.95

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 2020 0.15
(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 0
(d) Balance of deposits outstanding at the end of the year (a+b-c) 0.15

b. As on 31st March 2021 deposit of Rs 15000/- has remained unpaid or unclaimed bythe Company. c. During the year under review the Company has not made any default inrepayment of deposits or payment of interest on deposits. d. The Company has not acceptedor renewed any deposit which is not in compliance with the provisions of Chapter – Vof the Companies Act 2013.

SUBSIDIARY COMPANY:

Company is having 2 wholly-owned subsidiary companies outside India namely VadilalIndustries (USA) Inc. USA and Vadilal Industries Pty Ltd and 2 wholly owned subsidiarycompanies in India viz; Vadilal Delights Limited and Varood Industries Limited.

A report on the financial position of the subsidiaries as per first proviso tosub-section (3) of Section 129 of the Companies Act 2013 and Rules made thereunder in theprescribed Form – AOC-1 is provided as Annexure – B to the Directors'Report. The Policy for determining material subsidiaries may be accessed on the Company'swebsite viz www.vadilalgroup.com.

Pursuant to the provisions of Section 136 of the Act separate Audited Accounts inrespect of subsidiary company for the year ended on 31st March 2021 are available at theweb-site of the Company viz. www.vadilalgroup.com.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the requirements of Section 129(3) read with Schedule – III of theCompanies Act 2013 and Rules made thereunder and Regulation 34 of the SEBI (ListingObligation and Disclosure Requirement) 2015 and other applicable Accounting Standardsthe Consolidated Financial Statements of the Company its subsidiaries and associates forthe year ended on 31st March 2021 have been attached with the financial statement of theCompany. 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 theprovisions of Regulation 72 of SEBI (Listing Obligation and Disclosure Requirement) 2015regarding Corporate Governance. A separate report on Corporate Governance for the yearended on 31st March 2021 is attached herewith as a part of this Annual Report viz Annexure- C. A certificate from Secretarial Auditors of the Company regarding compliance ofCorporate Governance as stipulated under Regulation 34(3) and 53(f) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is obtained by the Company andannexed to the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT:

As required under Regulation 34 of SEBI (Listing Obligation and DisclosureRequirement) 2015 the Business Responsibility Report is annexed herewith as a part ofthis Annual Report viz Annexure- D.

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 thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; (b) The directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period; (c) The directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) The directors had prepared the annual accounts on a goingconcern basis; (e) The directors had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively; and (f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

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.

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– 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 and the Board of theCompany for review and approval. Omnibus approval is obtained for transactions which areforeseen and repetitive in nature The Policy on materiality of related party transactionsand dealing with related party transactions as approved by the Board may be accessed onthe Company's website viz. www.vadilalgroup.com.

Your Directors draw attention of the members to Note – 45 to the financialstatement which sets out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to provisions of Section 149 of the Companies Act 2013 and Rules madethereunder term of Mr. Chetan M. Tamboli Independent Director (DIN: 00028421) ended atthe conclusion of Annual General Meeting held on 30th September 2020.

Board of Directors in its meeting held on 13th December 2019 had appointed Mr. YogeshBhatt and Mr. Anil Patil as Interim Chief Executive Officer of the Company. They resignedw.e.f. 26.06.2020 Further Pursuant to the provisions of Section 152 of the Companies Act2013 and Rules made thereunder Mr. Devanshu L. Gandhi Director (DIN: 00010146) of theCompany shall retire by rotation at this Annual General Meeting and being eligibleoffers himself for re-appointment. The Members are requested to consider hisre-appointment as Director of the Company for which necessary resolution has beenincorporated in the notice of the meeting.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder Mr. Kalpit R. Gandhi (DIN: 02843308) of the Company shall retire by rotationat this Annual General Meeting and being eligible offers himself for re-appointment. TheMembers are requested to consider his re-appointment as Director of the Company for whichnecessary resolution has been incorporated in the notice of the meeting.

As Vadilal Industries Limited falls under top 1000 Listed Companies It is statutoryrequirement for the Company to appoint Independent Woman Director on the Board of theCompany as per amendment of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 therefor pursuant to the provisions of Sections 149 152 and all otherapplicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and based on the basis of therecommendation of the Nomination and Remuneration Committee the Board of Directors of theCompany appointed pursuant to the provisions of Section 161(1) of the Act and theArticles of Association of the Company Ms. Shaily Dedhia (DIN: 08853685) as AdditionalDirector of the Company with effect from 29th August 2020. She was appointed as anIndependent Director under Section

149 of the Act to hold office for a term of 5(Five) consecutive years upto theconclusion of the 41st Annual General Meeting of the Company to be held in the calendaryear 2025.

Pursuant to provisions of Section 149 of the Companies Act 2013 and Rules madethereunder appointment of Mr. Preet Shah Independent Director (DIN: 05131516) made inthe Board as an additional director w.e.f. 29th August 2020. He was appointed as anIndependent Director of the Company to hold office for a period of 5 years upto theconclusion of the 41st Annual General Meeting of the Company in the calendar year 2025.

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

BOARD EVALUATION:

The Board of Directors carried out an annual evaluation of its own performance Boardcommittees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The performance of the Board and committees was evaluated by the Board on the basis ofthe criteria determined by Nomination and Remuneration Committee such as the Boardcomposition and structure effectiveness of board processes information and functioningetc.

The Board reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated considering the views of executive directors and non-executive directors.

COMMITTEES OF DIRECTORS:

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

OTHER POLICIES AND MEASURES AS PER THE REQUIREMENT OF SEBI _LISTING OBLIGATION ANDDISCLOSURE REQUIREMENT_ 2015

The policies formulated by the Company under various provisions of Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are availableon the website of the Company viz : www.vadilalgroup.com.

NUMBER OF BOARD MEETINGS:

During the year under review 11 Meetings of Board of Directors were held the detailsof 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 madethereunder details relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo are given in the Annexure – F attached herewithand forming part of the Directors' Report.

RISK MANAGEMENT:

The Company is exposed to various business risks from time to time. Risk managementinvolves handling appropriately risks that are likely to harm an organization. There arevarious types of risks associated with conducting business of the Company. The ultimategoal of risk management is the preservation of physical and human assets of theorganization for successful continuation of its operations. In view of the same and interms of requirements of the regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding Corporate Governance the Board of Directorshad approved the risk assessment and minimization procedure adopted by the Company inrelation to its business.

The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. The major risksidentified by the businesses are systematically addressed through mitigation actions on acontinual basis.

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

CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act 2013 and Rules madethereunder a committee of the Directors of the Company has been constituted as CorporateSocial Responsibility Committee. The Corporate Social Responsibility Committee hasformulated a policy on the Corporate Social Responsibility measures to be undertaken bythe Company as specified in Schedule VII to the Companies Act 2013.

The Corporate Social Responsibility Policy is available on the Company's web-site viz.www.vadilalgroup.com. The Annual Report on CSR activities is annexed herewith marked as Annexure- G.

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 qualified opinion on the financial reporting in theirReport with regards to assessment and closure of the matters emanating out of theallegations made by promoter directors against each other and their consequential impactif any on the standalone financial statements of the Company The Management does notexpect any material impact on the financial statements of the Company considering the factthat the matters pertain to earlier financial years and amount as already been expensed inthe relevant financial years. Voluntary inquiries by external agencies initiated by themanagement are in process to substantiate its conclusion.

AUDITORS:

The Board of Directors in its meeting held on 13th August 2020 approved andrecommended appointment of M/s. Arpit Patel & Associates as Statutory Auditors of theCompany for a period of 5 years i.e. till the conclusion of the 41st Annual GeneralMeeting of the Company to be held in the year 2025 subject to approval of shareholders inthe annual general meeting. However at the 36th Annual General Meeting (AGM) of themembers of the Company held on 30th September 2020 the resolution for the appointment ofM/s. Arpit Patel & Associates as Statutory Auditors of the Company for a period of 5years i.e. till the conclusion of the 41st Annual General Meeting of the Company to beheld in the year 2025 was not passed and therefore pursuant to the provisions of Section139(10) of the CA 2013 Board of Directors in its meeting held on 2nd November 2020 tooknote of continuation of M/s. Arpit Patel & Associates as Statutory Auditors of theCompany for the financial year 2020-21 i.e. till the conclusion of next Annual GeneralMeeting of the members of the Company to be held in the year 2021 as Auditors of theCompany.

On the recommendation of the audit committee at its meeting held on 13th August 2021the Board of Directors at its meeting held on 13th August 2021 have approved andrecommended to the Members for reappointment of M/s Arpit Patel & Associates asStatutory Auditors of the Company for a balance period of four (4) years (as they havealready continued as Statutory Auditors for 1 financial year in the absence ofappointment/re-appointment at the 36th AGM) i.e till the conclusion of the 41st AnnualGeneral meeting of the Company to be held in the year 2025 i.e. for financial years2021-22 to 2024-25.

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 – 2020-2021. TheSecretarial Audit Report for the financial year ended March 31 2021 is annexed herewithmarked as Annexure – H to this Report.

The Secretarial Auditors' Report of the Company for the year ended 31st March 2021contains certain Comments/ observations. The explanation on observations therein is asunder: -

1. The appointment of Woman Independent Director under Regulation 17(1) (a) of LODRRegulations was delayed by 150 days. Fine was imposed by BSE and NSE which had been paidby the Company: The process of identifying suitable woman independent director took time.

2. There was a delay in disclosure of revision in credit ratings by CARE and IND-RA toBSE and NSE as required under Regulation 30(6) of LODR Regulations: The Company hasintimated the stock exchanges about the credit ratings within 24 hours of receipt ofratings from the rating agency.

3. As required under Regulation 31(2) of LODR Regulations hundred percent shareholdingof one of the promoter is not maintained in dematerialized form: The promoter group are inthe process of dematerialization of shares of the Company.

INSURANCE:

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

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) and the NationalStock Exchange of India Limited (NSE).

The Company confirms that it has paid Annual Listing Fees due to the BSE Limited andNational Stock Exchange of India Limited upto the Financial Year –2021-2022.

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 - I.

MATERIAL INFORMATION:

A Company Petition (being Company Petition No. 42 of 2017) has been filed against theCompany before the National Company Law Tribunal Ahmedabad ("NCLT") underSections 241 and 242 of the Companies Act 2013. In connection to the said CompanyPetition No. 42 of 2017 the case has been heard on 27th July 2021 and the matter hasbeen adjourned to 4th October 2021.

GENERAL:

O 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 2021 till the date of thisreport. O During the year under review there was no significant and/or materialorder passed by any regulators or courts or tribunals impacting the going concern statusand company's operations in future.

O 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. ODuring the year under review no Director or Managing Director of the Company has receivedany remuneration or commission from subsidiary of the Company in terms of provisions ofSection 197(14) of the Companies Act 2013.

O The disclosure in terms of Rule – 4 of Companies (Share Capital andDebenture) Rules 2014 is not provided as the Company does not have any equity shareswith differential voting rights.

O The Company has zero tolerance towards sexual harassment at the workplace and hasadopted 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. TheCompany has also organized an awareness program for its employees on the said policy onprevention prohibition and redressal of sexual harassment at workplace adopted by theCompany.

O The trademark "Vadilal" and its associated trademarks are owned byVadilal International Pvt. Ltd. The Company is a licensee of the said Trademarks.

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 meetthe aspirations of its Shareholders and wish to sincerely thank them for theirwhole-hearted co-operation and support at all times.

By order of the Board of Directors
Rajesh R. Gandhi Devanshu L. Gandhi
Date : 13th August 2021 Managing Director Managing Director
Place : Ahmedabad DIN: 00009879 DIN: 00010146

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