Vadilal Industries Ltd Directors Report.

To,

The Members

VADILAL INDUSTRIES LIMITED

Ahmedabad.

Your Directors have pleasure in presenting herewith the 36th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2020.

FINANCIAL HIGHLIGHTS:

Particulars

Year ended on 31-03-2020

Year ended on 31-03-2019

(a) Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) 6799.41 7919.57
(b) Finance Cost 1472.53 1392.13
(c) Depreciation and amortization expenses 1887.89 1659.83
3360.42 3051.96
(d) Profit before Tax 3438.99 4867.61
(e) Tax Expenses
(a) Current Tax 860.43 1588.43
(b) Deferred Tax (636.21) 130.80
Total Tax Expenses 224.22 1719.23
(f) Profit for the year 3214.77 3148.38
(g) Other Comprehensive income:
Remeasurement of defined benefit plans (net of tax) (38.12) (28.19)
(h) Total Comprehensive income for the year : 3176.65 3120.19

STATE OF COMPANYS AFFAIRS:

The Company has earned Revenue from Operations of Rs. 51662.97 lacs during the year ended on 31st March, 2020 as against Rs. 50705.76 lacs during the previous year ended on 31st March, 2019 an increase of 1.86% compared to previous year.

After adding thereto, the other income of Rs. 842.08 lakhs, the Company has earned total income of Rs. 52505.05 lakhs during the year under review. It has incurred total expenses of Rs. 49066.66 lakhs including Finance cost of Rs. 1472.53 lakhs and Depreciation and Amortization expenses of Rs. 1887.89 lakhs, during the year under review.

The Company has earned profit before Tax of Rs. 3438.99 lacs during the year under review as compared to Profit of Rs. 4867.61 lacs during the previous year ended on 31st March, 2019. The Company has earned profit of Rs. 3214.77 lacs during the year ended on 31st March, 2020 after deducting Current Tax of Rs. 860.43 lacs and Deferred Tax of Rs. (636.21) lacs as compared to Profit of Rs. 3148.38 lacs during the previous year ended on 31st March, 2019.

IMPACT OF COVID-19 ON THE COMPANY:

The outbreak of COVID-19 pandemic globally and in India is causing significant disturbance and slowdown of economic activity. COVID-19 has significantly impacted business operations of the Company from the last fortnight of March, 2020, by way of interruption in production, supply chain disruption, etc. till the lockdown period. March to June is usually considered to be the peak period of sales, the Companys business being seasonal in nature. Partial resumption of production and dispatch has commenced from second half of May, 2020.

DIVIDEND:

To conserve resources of the company, considering the situation arising due to COVID-19 pandemic, your Directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES:

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

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 - B 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 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 Brand Trust Report - 2013. The Economic Times Survey ranked us among the "Top 20 Food and Beverages" brands in India.

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

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 evident with 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 - 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 the Company.

FINANCE:

During the year under review, the company has been sanctioned Short Term Borrowing from State Bank of India for Rs. 25 Crore, Indusind Bank for Rs. 20 Crore (Against Pledge of Stock) & from The Kalupur Commercial Co-operative Bank Ltd. for Rs. 30 Cr. (Against Pledge of Stock). The said short term borrowing is with personal guarantee of promoters. The said borrowing is for procurement of raw material in winter season.

During the year company has made regular repayment of Loan & interest thereon and there is no overdue payment to Banks and FIs. The Banks have also reduced the rate of interest on loans. Rating Agency i.e. India Ratings & Research has rated Long Term Borrowings as BBB+ and short term borrowing as A2+. CARE Ratings has rated Long term borrowing as BBB and Short Term borrowing as A3+ as on 31.03.2020.

During the year company has executed the documents in favour of security Trustee M/s. PNB Investment Services Pvt. Ltd. to hold all the Title Deeds and Legal Documents of the company. It will smooth business with banker and the company.

IMPACT OF COVID-19 ON THE COMPANYS FINANCE:

Due to globally shutdown and Corona virus, Bank of Baroda & State Bank of India has sanctioned COVID-19 Loan in April 2020 amounting to Rs. 2.26 Crore & Rs. 1.80 Crore respectively, to be payable in two years.

Company has also availed moratorium from all member banks for payment of Principal & Interest thereon till August 2020.

INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year - 2019-2020, the Company has deposited unclaimed/ unpaid fixed deposit amount of Rs. 113541/- to Investor Education and Protection Fund - IEPF.

During the Financial year - 2019-2020, the Company has also transferred Rs. 313995/- being amount of unpaid dividend for the year - 2011-2012 to Investor Education and Protection Fund.

During the financial year - 2019-2020, the Company has transferred 84316 Shares to Investor Education and Protection Fund - IEPF as divided on those shares were remained unclaimed for continues 7 years.

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 1st April, 2019 2550.50
(b) Amount of deposits accepted or renewed during the year
(i) Secured deposits 0
(ii) Unsecured deposits 956.15
Total(b): : 956.15
(c) Amount of deposits repaid during the year 978.90
(d) Balance of deposits outstanding at the end of the year (a+b-c) 2550.50

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, 2019 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, 2020, deposit of Rs. 15000/- has 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:

At the beginning of the year Company was having 3 wholly-owned subsidiary companies outside India namely Vadilal Industries (USA) Inc., USA, VADILAL GULF (FZE) and Vadilal Industries Pty Ltd;

However, the Company has not made any investment in the securities of the VADILAL GULF (FZE) and it has closed its operations w.e.f. 9th October, 2019.

Further, during the year company has invested Rs. 5000 in its Australian wholly-owned subsidiary Vadilal Industries Pty Ltd.

During the year under review, the company has also incorporated two wholly owned subsidiary companies in India viz; Vadilal Delights Limited and Varood Industries Limited.

Vadilal Industries (USA) Inc.; wholly own subsidiary of the Company became a material subsidiary of the Company w.e.f. 1st April, 2020. As required under Regulation 24(1) of SEBI(LODR) Regulations,2015 Mr. Vijay Shah Independent Director of the company shall be appointed as a Director on the Board of Vadilal Industries (USA) Inc.

A report on the financial position of the subsidiaries as per first proviso to sub-section(3) of Section 129 of the Companies Act, 2013 and Rules made thereunder in the prescribed Form - AOC-1 is provided as Annexure - C to the Directors Report. The Policy for determining material subsidiaries may be accessed on the Companys website viz www.vadilalgroup.com.

Pursuant to the provisions of Section 136 of the Act, separate Audited Accounts in respect of subsidiary company for the year ended on 31st March, 2020 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 thereunder, 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 subsidiaries and associates, for the year ended on 31st March, 2020 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 provisions of Regulation 72 of SEBI (Listing Obligation and Disclosure Requirement), 2015 regarding Corporate Governance. A separate report on Corporate Governance for the year ended on 31st March, 2020 is attached herewith as a part of this Annual Report viz Annexure - D. A certificate from Secretarial Auditors of the Company regarding compliance of Corporate Governance as stipulated under Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is obtained by the Company and annexed to the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT:

As required under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement), 2015, the Business Responsibility Report is annexed herewith as a part of this Annual Report viz Annexure- E.

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 forms part of the Notes to the financial 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 the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - F 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 the Company for review and approval. Omnibus approval is obtained for transactions which are foreseen and repetitive in nature

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

Your Directors draw attention of the members to Note - 45 to the financial statement which sets out related party disclosures. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Jignesh Shah and Mr. Malay Mahadevia Independent Directors resigned from the Board of Directors of the Company w.e.f. 19th June, 2019. The board places on record a deep appreciation for the Contribution during their tenure.

Mr. Rajesh R Gandhi resigned from the position of Chairman of the Board of directors of the company with effect from 22ndJuly,2019 in order to align the composition of the board of directors of the company with SEBI Listing regulations,2015, Mr. Vijay Shah was appointed as the Chairman of the board of directors of the company with effect from 22nd July, 2019.

Board of Directors had in its meeting held on 13th December, 2019 appointed Mr. Yogesh Bhatt and Mr. Anil Patil as Interim Chief Executive Officer of the Company. They resigned w.e.f. 26.06.2020

The term of Mr. Rajesh Gandhi and Mr. Devanshu Gandhi as Managing Directors of the Company ended on 31st March, 2019. They had continued to work with the same portfolios as Directors of the Company without remuneration till 24th March, 2020. Upon the Recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, at its Meeting held on 25th March, 2020 approved the appointment of Mr. Rajesh R. Gandhi and Mr. Devanshu L. Gandhi as a Managing Directors of the Company w.e.f. 25th March, 2020 till 24th March, 2025 subject to approval of the Members at the ensuing Annual General Meeting.

Further Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Rajesh R. Gandhi, Director (DIN: 00009879) of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment 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 thereunder, Mrs. Deval D. Gandhi (DIN: 00988905) of the Company shall retire by rotation at this Annual General Meeting and being eligible, offers 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.

As Vadilal Industries Limited falls under top 1000 Listed Companies, It is statutory requirement for the Company to appoint Independent Woman Director on the Board of the Company, as per amendment of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 therefor pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the basis of the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Ms. Shaily Dedhia (DIN: 0008853685) as Additional Directors of the Company with effect from 29th August, 2020. Further It is proposed to appoint Ms. Shaily Dedhia (DIN: 0008853685) as Independent Directors under Section 149 of the Act and to hold office for a term of 5(Five) consecutive years upto the conclusion of the 41st Annual General Meeting of the Company in the calendar year 2025; for which necessary resolution has been incorporated in the notice of the meeting.

Pursuant to provisions of Section 149 of the Companies Act, 2013 and Rules made thereunder, appointment of Mr. Preet Shah, Independent Director (DIN: 05131516) made in the Board as an additional director w.e.f. 29th August, 2020 who will hold office of director till ensuing annual general meeting in the company; Based on the recommendation of Nomination and remuneration committee, the Board of Directors recommend his appointment as Independent Director of the Company for a period of 5 years, for which necessary resolution has been incorporated in the notice of the meeting.

Pursuant to provisions of Section 149 of the Companies Act, 2013 and Rules made thereunder, term of Mr. Chetan M. Tamboli, Independent Director (DIN: 00028421) ends at the time of conclusion of this annual general meeting. Further he does not wish to be appointed for a second term as an independent director. Board of Directors hereby expresses its gratitude to Mr. Chetan Tamboli for his service and contribution to the Company during his tenure.

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 Obligations and Disclosure Requirements) Regulations, 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 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.

COMMITTEES OF DIRECTORS:

The details of various committees of Directors constituted under provisions of Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and other 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 AND DISCLOSURE REQUIREMENT), 2015

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

NUMBER OF BOARD MEETINGS:

During the year under review, 6 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 thereunder, 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 Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance, the Board of Directors had, 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 thereunder, 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 Corporate Social Responsibility Policy is available on the Companys web-site viz. www.vadilalgroup.com.

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

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The External and Internal Auditors carryout periodic reviews of the functioning and suggest changes, if required. The company has also a sound budgetary control system with frequent reviews of actual performance as against those budgeted.

The Statutory Auditors have given their adverse opinion on the financial reporting in their Report with regard to assessment and closure of the various financial, operational and governance related matters emanating out of the numerous allegations made by promoter directors and two erstwhile independent directors against each other and their consequential impact, if any, on the standalone financial statements of the Company The Management does not expect any material impact on the financial statements of the Company considering the fact that the matters pertains to earlier financial years and amount as already been expensed in the relevant financial years. The Management is also voluntarily initiating inquiries by an external agency to substantiate its conclusion.

AUDITORS:

In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors of the Company were appointed as Statutory Auditors of the Company at the 33rd Annual General Meeting of the Members of the Company held on Friday, 29th September, 2017 for a period of 5 years from the conclusion of the 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company to be held in the year 2022. However, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors resigned from the position of Statutory Auditors of the Company on 15th November, 2019.

The Board of Directors of the Company, in its Meeting held on 13th December, 2019 approved the appointment of M/s. Arpit Patel & Associates as Statutory Auditors of the Company subject to approval by the Shareholders. The Board of Directors of the Company in the said Meeting approved Notice of Postal Ballot incorporating the resolution for appointment of M/s. Arpit Patel & Associates as Statutory Auditors of the Company till conclusion of forthcoming annual general meeting. Postal Ballot Resolution for appointment of Statutory Auditors was approved by the Shareholders. The Company declared Voting results of Postal Ballot to the Stock Exchange on 4th February, 2020.

Further, Board of Directors in its meeting held on 13th August, 2020 approved and recommended appointment of M/s. Arpit Patel & Associates as Statutory Auditors of the Company for a period of 5 years i.e. till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2025 subject to approval of shareholders in this annual general meeting.

AUDITORS REPORT OF THE COMPANY:

The Independent Auditors Report dated 26th June, 2020 for the Financial Results of the Company (Standalone and Consolidated) for the year ended on 31st March, 2020 contains Disclaimer of Opinion together with the basis for the same made by the Auditors.

The Management does not expect any material impact on the financial statements of the Company considering the fact that the amount as already been expensed in the relevant financial years. The Management is also voluntarily initiating inquiries by an external agency to substantiate its conclusion.

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 SPAN & Co., Company Secretaries LLP, to conduct Secretarial Audit for the financial year - 2019-2020. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith marked as Annexure - I to this Report.

The Secretarial Auditors Report of the Company for the year ended 31st March, 2020 contains certain Comments/ observations. The explanation on observations therein is as under:-

1. The casual vacancy of whole-time KMP (CEO) under section 203 of the Act was filled-up by the Board with a delay of 73 days: The process of identifying a suitable person took time.

2. 100% Shareholding of Promoter Group is not maintained in dematerialization form: Shareholders are in the Process of dematerialization of Shares of Promoter Group.

3. Late submission of quarterly results as on 31-03-2019, 30-06-2019 and 30-09-2019: The Company has replied to the Stock Exchanges and Company has paid penalty to the Stock Exchanges.

4. Unspent amount in CSR Expenditure: As explained in Annexure- H of Directors Report.

INSURANCE:

All insurable interests of the Company including buildings, plant and machinery, furniture & 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 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 -2020-2021.

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.

MATERIAL INFORMATION:

A Company Petition (being Company Petition No. 42 of 2017) has been filed against the Company, before the National Company Law Tribunal, Ahmedabad ("NCLT"), under Sections 241 and 242 of the Companies Act, 2013 during the previous year. In connection to the said Company Petition No. 42 of 2017, the Petitioners and some of the parties to the petition are seeking to arrive at an amicable resolution of matter. The matter was lastly heard by the Honble NCLT on 29th July, 2020 and adjourned to 7th September, 2020

GENERAL:

0 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, 2020 till the date of this report.

0 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 companys operations in future.

0 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.

0 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.

0 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.

0 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 thereunder. The Company has also organized an awareness program for its employees on the said policy on prevention, prohibition and redressal of sexual harassment at workplace adopted by the Company.

0 The trademark "Vadilal" and its associated trademarks are owned by Vadilal 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 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
Mr. Rajesh R. Gandhi Mr. Devanshu L. Gandhi
Date : 31st August,2020 Managing Director Managing Director
Place : Ahmedabad DIN: 00009879 DIN: 00010146