Equity Analysis

STATE OF COMPANY'S AFFAIRS:

The Company has earned revenue from the operations of Rs. 2501.93/- lakhs during the year ended on 31^st March, 2024 as against Rs. 2882.61/- Lakhs during the previous year ended on 31^st March, 2023.

The Company reported Loss of Rs. (175.30)/- lacs during the year ended on 31^st March, 2024 as compared to the loss of Rs. (114.93) /- lacs during the previous year ended on 31^st March, 2023.

The Company's EPS is Rs. (5.7) for the year ended 31^st March,2024 as compared to Rs. (2.76) for the previous year ended 31^st March,2023.

BUSINESS OUTLOOK:

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

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores) and the Paid up capital of the Company is Rs. 3,19,41,500 (Rupees Three Crores Nineteen Lakh Forty One Thousand and Five Hundred).

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

EXTRACT OF ANNUAL RETURN:

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 2022-23 is available on company's website at https://www.vadilalicecream.com/index.html

DIVIDEND:

In order to conserve the resources and for further growth of the Company, the Management does not propose to pay any dividend for the Financial Year ended 31^st March, 2024.

TRANFER TO RESERVES:

The Board does not propose transfer of any amount to Reserves for the Financial Year 2023-2024.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

The Company's shares were listed at Bombay Stock Exchange (BSE) in the year 1994-95 and were suspended from trading in the year 2002. The company is regularly complying with the Regulations of BSE Limited & SEBI.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year,

2. Mr. Sandip Patil (DIN: 02977656) , Executive Director has resigned w.e.f. 14^th August.2023. Following changes occurred after close of financial year i.e after 31^st March, 2024:

Mr. Shailesh Gandhi is liable to retire by rotation at the 37^th Annual General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act 2013 and the said Director has offered himself for reappointment.

The resolution for his reappointment is incorporated in the Notice of the ensuing Annual General Meeting and the brief profile and other information as required under Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") relating to her forms part of the Notice of ensuing Annual General Meeting.

TRANSACTION WITH RELATED PARTIES:

There are some transactions with related parties which fall under the scope of the Section 188 (1) of the Act. 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 A” in Form AOC -2 and forms part of this report.

CASH FLOW STATEMENT:

In conformity with provisions and Regulation 34 (2) (c) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the cash flow statement for the year ended on March 31, 2023 is attached as a part of the Annual Accounts of the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal controls and processes in place with respect to financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The company has a mechanism of testing the control at regular interval for testing the operating effectiveness, to ascertain the reliability and authenticity of financial information, for safeguarding the assets, for prevention and detection of frauds and errors, for accuracy and completeness of accounting record and for timely preparation of financial information and it also conducts physical verification of inventory, Fixed assets and cash on hand and matches them with the books of accounts.

Your Company has in place, adequate internal financial control with reference to financial statements, commensurate with size, scale and complexity of its operations. During the year, such control was tested and no reportable material weakness in design or operation was observed.

Your Audit committee of the Board of Directors is actively taking part in reviewing the adequacy and effectiveness of internal financial control system and suggests the improvements to strengthen the same.

DETAILS OF SUBSIDARY/ JOINT VENTURES / ASSOCIATE COMPANIES:

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

PREVENTION OF SEXUAL HARASSMENT:

Your Company has laid down a Sexual Harassment Policy. The company has zero tolerance on sexual harassment at workplace. During the year under review, there was no case pursuant to the sexual harassment at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and there were no cases pending to be addressed / resolved either at the beginning or at the end the year.

DEPOSITS:

Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 including any statutory modification(s) or re-enactment (s) thereof for the time being in force.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The Company has not given any loans or guarantees covered under the provisions of Section 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 Financial Statements.

DECLARATION BY AN INDEPENDENT DIRECTOR(S):

All the Independent Directors of the Company have declared that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 which have been relied by the Company and were placed at the Board Meeting.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of Board and its committee, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the independent directors was completed. The performance evaluation of chairman and the non independent director was carried by the Independent director. The Board of directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to Remuneration of Directors and Key Managerial Personnel of the Company. This policy amongst others lays down the criteria for selection and appointment of Board of Directors. The Details of the policy is posted on website www.vadilalicecream.com

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company , changes in the regulatory environment, etc.

Details of familiarization program are provided on website of Company www.vadilalicecream.com.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i). in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) they have 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 of the Company for that period;

iii). they have 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;

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 and that such internal financial controls are adequate and were generally operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGERIAL REMUNERATION:

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

1. The Ratio of the remuneration of each Director to the median of the employees of the Company and percentage increase in remuneration of Directors is as follows:

Remuneration of Directors:

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

STATUTORY AUDITORS AND AUDITORS REPORT:

The Company has appointed M/s. PVM & Company as Statutory Auditor of the Company to hold office for a term of 5 years till the conclusion of the Annual General Meeting to be held in the financial year 2027.

M/s PVM & Company have given a written confirmation to the Company to the effect that their appointment, if made would satisfy the criteria provided in Section 141 Companies Act 2013 and would also be in conformation within the limits specified in Section 139 of the Companies Act , 2013.

The Notes on Financial Statement referred to in Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualifications, reservations, or adverse remarks.

SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. SG & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year. The Secretarial Audit report is annexed herewith as “Annexure B”.

Observations by secretarial auditor:

Explanation by the management:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report forms an integral part of this Report and gives details of overall industry structure, economic developments, performance and state of affairs of the Company's business.

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

The particulars relating to conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology. The same is attached in “Annexure C”.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has a vigil mechanism and has adopted Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be met out to any person for a genuinely raised concern.

The Code of conduct for the Board of Directors and Senior Management states that Directors and Senior Managers of the Company shall endeavor to promote ethical behavior and to provide opportunity to employees to report violation of laws, rules, regulations or code of conduct and policy directives adopted by the Company to the appropriate personnel without fear of retaliation of any kind for reports made by the employees in good faith.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. As the Equity shares of the Company are suspended at BSE Limited there was no trading of shares during the year. However all Directors and the designated employees have confirmed compliance with the Code.

RISK MANAGEMENT:

The Company has a well defined process to ensure risk is identified and steps to treat them are put in place at the right level in the management.

The Company‘s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedure and continuous monitoring. The policies and procedure established for this purpose are continuously benchmarking with international best practice. The risk management process is continuously improved and adapted to the changing global risk scenario. The risks identified are updated along with the mitigation plans as part of annual planning cycle. The senior leadership team reviews the status of initiatives as part of business review meetings.

ENVIRONMENT AND SAFETY:

Your company has adopted all essential Techniques, Mechanisms and International Standard Measures for the Safety and Protection of workers at factory of the company. Your company has consistently emphasized sustainability in use of natural and non renewable resources. Within the factory the efforts are on going to continuously assess and improve operational efficiencies, minimize consumption of water , energy and emission of CO2 even as production volume are maximized. Within the factory your Company constantly evaluates new initiatives that could reduce waste and emissions and actively engages the employees to increase awareness about the need to sustain the environment. Your Company believes that safety practices are important in every activity, function and location wherever the employees are engaged, and is committed to maintaining the safety culture.

CORPORATE SOCIAL RESPONSIBLITY (CSR):

During the year under review, the Company has not made any provision for the CSR Expenditure as it is not covered under the conditions as prescribed under Section 135 (1) of the Companies Act, 2013. However, the Corporate Social Responsibility policy is available on the Company's website viz., www.vadilalicecream.com

PARTICULARS OF EMPLOYEES:

During the Year under report, your Company has not employed any person who is in receipt of remuneration in excess of the limits specified under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in Directors report. As per provisions of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the information required as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 on employees particulars is being sent to the Members which, is however available for inspection at the Registered Office of the Company during the working hours of the Company upto the date of ensuing Annual General Meeting. If any member is interested in obtaining such information may write to the Company Secretary in this regard.

CORPORATE GOVERNANCE REPORT:

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 it does not fall under the criteria of Paid up Share Capital of Rs. 10 Crore and Turnover of Rs. 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 Seven Directors, three are Executive and four are Non- Executive Directors. The Chairman of the Board is Executive Director.

Details of Directors constituting the Board, their attendance at the Board Meetings of the Company are as follows:

*Vishnu Barhate & Mr. Sandip Patil resigned as Director on 14^th August, 2023.

Audit Committee:

The composition of the Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued there under and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

The details of meetings, composition and attendance of Members of the Committee are as follows:

Four Audit Committee meetings were held as follows:

Attendance at the Audit Committee:

*Vishnu Barhate resigned as Member of the Committee on 14^th August, 2023.

# Mahesh Kelkar & Mahesh Pandya appointed as Member of the Committee w.e.f. 14^th August,2023.

Nomination and Remuneration Committee:

The Committee has the overall responsibility of approving and evaluating the Nomination and Remuneration plans, policies and programs for Executive/ Non Executive Directors.

The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with the details of meeting held and attended by the Members of the Committee during the Financial Year 2023-2024 is detailed below:

The Nomination and Remuneration Committee meeting were held on the following dates:

14-08-2023

Vishnu Barhate resigned as Member of the Committee w.e.f. 14^th August,2023.

Stakeholders Relationship Committee:

The Committee has to mandate to review and redress Shareholder grievance including Complaints related to Non- Receipt of Securities/ Share Certificate, Non- Receipt of Balance Sheet, Dividends, etc. The Committee reviews Shareholders' complaints and Resolution thereof.

The Composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 read with rules issued there under and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

The constitution of the Stakeholders Relationship Committee of the Board of Directors of the Company along with the details of the meetings held and attended by the Members of the Committee during the Financial Year 2023-24 is detailed below:

*Vishnu Barhate resigned as Member of the Committee w.e.f. 14^th August,2023. # Mahesh Kelkar appointed as Member of the Committee w.e.f. 14^th November ,2023

The details of Complaints received and resolved during the Year ended 31^st March, 2024 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 discuss matters including review of performance of the Non- Independent Directors and the Board as a whole, review the performance of the Chairman of the Company, taking into account views of Executive/ Non- Executive Directors and assessing the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Composition of Independent Director is as follows:

Mr. Vishnu. D. Barhate has resigned as Non Executive Independent Director w.e.f. 14^th August,2023.

The Company has Independent Directors as per The Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2016.

The Meeting of Independent Directors was held on 14^th February, 2024 and all the Independent Directors of the Company were present at the Meeting.

Corporate Social Responsibility Committee:

The provisions of CSR were not applicable during the F.Y 2023-24. The Company is covered under the provisions of Section 135 and Rules made there under for Corporate Social Responsibility. The Company 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.

GENERAL SHAREHOLDERS INFORMATION:

STATUTORY DISCLOSURES:

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director at each Board Meeting. The Company ensures compliance of the ROC, SEBI Regulations and provisions of the Listing Agreement.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code,

2016.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies, distributors, suppliers, and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year. For and on behalf of the Board For Vadilal Dairy International Limited