VADILAL DAIRY INTERNATIONAL LTD. THIRTY SECOND ANNUAL ...

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VADILAL DAIRY INTERNATIONAL LTD

CIN L15200MH1997PLC107525

THIRTY SECOND ANNUAL REPORT 2018- 2019

CORPORATE INFORMATION

BOARD OF DIRECTORSShailesh R Gandhi Managing Director

(Executive Non-Independent)Rahil S Gandhi Whole-time Director

(Executive Non-Independent)Belaben S Gandhi Director

(Executive Non-IndependentSubhashchandra P Patil Director

(Non-Executive Independent)Vishnu D Barhate Director

(Non-Executive Independent)Prakash O Mankar Director

(Non-Executive Independent)Sandeep Patil Director

(Director)Ankush Garde Additional Director

(Non- Executive Independentwef 12062019)

Mahesh Pandya Additional Director(Non-Executive Independentwef 12062019)

CHIEF FINANCIAL OFFICERMS SONALI PARAB (wef 12062019)

COMPANY SECRETARY amp COMPLIANCE OFFICERMR UDAY ANANT SAWANTE-mail udaycsvadilalgmailcom

STATUTORY AUDITORSMS VINOD KMEHTA amp COB-5 Satyam Shopping Centre2nd Floor M G Road Ghatkopar (East)Mumbai - 400077

REGISTERED OFFICEPlot No M-13 MIDC Ind AreaTarapur Boisar - 401506Tel No 02525-272501 272697Fax No 02525-273234Website wwwvadilaldairycom

WORKSPlot No M-13 MIDC Ind AreaTarapur Boisar - 401506Tel No 02525-272501 272697Fax No 02525-273234

Contents Page No

Notice 1

Directors Report 12

Management Discussion amp Analysis 33

Managing Directors amp CFO Certification 34

Declaration Regarding Compliance 35with the Code of Conduct

Independent Auditors Report 37

Balance Sheet 47

Profit amp Loss Account 48

Cash Flow Statement 49

Notes Forming Part of the 52Financial Statements

Attendance Slip and Proxy Form 75

THIRTY SECOND ANNUAL GENERAL MEETINGDay Thursday Date 26th September 2019 Time 1200 Noon

Venue Plot No M-13 MIDC Industrial Area Tarapur Boisar - 401506

ATTENTIONShareholders are requested to please note that pursuant to recent changes in applicable laws and regulations in order to receive and participate inall corporate actions of the Company you are requested to-bull Inform our RegistrarDepository Participants i f not already done earl ier for updating detai ls of your PAN number

Non-submission of PAN number is a cause of rejection especially by shareholders holding securities in physical formbull Inform your Depository Participants to reactivate your account for credit actions Frozen Demat Acc ounts may lead to

non-creditdelayed credit of securities allotted to your accountbull Update your address with RegistrarDepository Participants to ensure timely receipt of shareholder communication

COPORATE OFFICE 511 Hubtown Solaris 5th floorProfessor NS Phadke RdAndheri East Mumbai- 400069Email id vadilalvsnlcom

BANKERSHDFC Bank LimitedFederal BankOriental Bank of CommerceState Bank of India amp Bank of India

REGISTRAR AND SHARE TRANSFER AGENTSSharex Dynamic (India) Private LimitedC- 101 247 Park LBS MargVikroli (West) Mumbai- 400083

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CIN L15200MH1997PLC107525


NOTICENotice is hereby given that the THIRTY SECOND Annual General Meeting of VADILAL DAIRY INTERNATIONALLIMITED will be held at Registered Office of the Company at Plot No M-13 MIDC Industrial Area TarapurBoisar- 401506 on Thursday 26th September 2019 at 1200 Noon to transact the following business

ORDINARY BUSINESS

1 To receive consider amp adopt the Audited Balance Sheet as at 31st March 2019 and Profit amp Loss Account andCash Flow Statement for the year ended as on that date together with the Reports of the Board of Directors andAuditors thereon

2 To appoint Mr Rahil Shaileshkumar Gandhi (DIN 03126913) who retires by rotation and being eligible offershimself for re-appointment

SPECIAL BUSINESS

3 To consider and if thought fit to pass with or without modifications(s) the following resolution as an OrdinaryResolution

RESOLVED THAT pursuant to the provisions of Sections 149 152 and 161 read with Schedule IV and otherapplicable provisions if any of the Companies Act 2013 (the Act) and the Companies (Appointment andQualification of Directors) Rules 2014 and Regulation 17 of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulation 2015 Mr Ankush Garde (DIN 08476251) whowas appointed as an Additional Director on 12th June 2019 and who qualifies for being appointed as an anIndependent Director and in respect of whom the Company has received a notice in writing under Section 160of the Act from a member proposing his candidature for the office of Director be and is hereby appointed as anIndependent Director of the Company not liable to retire by rotation and to hold office for 5 (five) consecutiveyears till the AGM to be held in the calendar Year 2024

4 To consider and if thought fit to pass with or without modifications (s) the following resolution as an OrdinaryResolution

RESOLVED THAT pursuant to the provisions of Sections 149 152 and 161 read with Schedule IV and otherapplicable provisions if any of the Companies Act 2013 (the Act) and the Companies (Appointment andQualification of Directors) Rules 2014 and Regulation 17 of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulation 2015 Mr Mahesh Pandya (DIN 08476290)who was appointed as an Additional Director on 12th June 2019 and who qualifies for being appointed as anan Independent Director and in respect of whom the Company has received a notice in writing under Section160 of the Act from a member proposing his candidature for the office of Director be and is hereby appointedas an Independent Director of the Company not liable to retire by rotation and to hold office for 5 (five) consecu-tive years till the AGM to be held in the calendar year 2024

5 Re-appointment of Mr Vishnu D Barhate (DIN 02648391) as an Independent Director for a second term offive consecutive years in terms of Section 149 of Companies Act 2013

To consider and if thought fit to pass with or without modification(s) the following resolution as a SpecialResolution

RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and other applicable provisions if anyof the

Companies Act 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 (includ-ing any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 Mr Vishnu D Barhate (DIN 02648391)who was appointed as an Independent Director of the Company for period of Five Years upto 2019 by theMembers at the 27th Annual General Meeting in terms of Section 149 of Companies Act 2013 and Regulation17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 be and is hereby re-appointedas an Independent Director of the Company for the second term till the AGM to be held in the calendar year2024

RESOLVED FURTHER THAT any of the Directors of the Company be and are hereby severally authorized todigitally sign necessary e-Forms and to do all such acts deeds and things which are necessary and incidentalìn order to give effect to this resolution

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CIN L15200MH1997PLC107525


6 Re-appoinment of Mr Prakash O Mankar (DIN 06538895) as an Independent Director for the second termof five consecutive years in terms of Section 149 of Companies Act 2013


RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and other applicable provisions if anyof the Companies Act 2013 read with 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 17of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 Mr Prakash O Mankar (DIN06538895) who was appointed as an Independent Director of the Company for period of Five Years upto 2019by the Members at the 27th Annual General Meeting in terms of Section 149 of Companies Act 2013 andRegulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 be and is herebyre-appointed as an Independent Director of the Company for a second term till the AGM to be held in thecalendar year 2024

RESOLVED FURTHER THAT any of the Directors of the company be and are hereby severally authorized todigitally sign necessary e-Forms and to do all such acts deeds and things which are necessary and incidentalìn order to give effect to this resolution

7 Re-appoinment of Mr Subhashchandra P Patil (DIN 01872909) as an Independent Director for the secondterm of five consecutive years in terms of Section 149 of Companies Act 2013


RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and other applicable provisions if anyof the Companies Act 2013 read with 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 17of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 Mr Subhashchandra P Patil(DIN 01872909) who was appointed as an Independent Director of the Company for period of Five Years upto2019 by the Members at the 27th Annual General Meeting in terms of Section 149 of Companies Act 2013 andRegulation SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 be and is hereby re-appointed as an Independent Director of the Company for a second term till the AGM to be held in the calendaryear 2024

FURTHER RESOLVED THAT any of the Directors of the company be and are hereby severally authorized todigitally sign necessary e-Forms and to do all such acts deeds and things which are necessary and incidentalìn order to give effect to this resolution

For and on behalf of the Board For Vadilal Dairy International Limited

Sd-

Shailesh GandhiPlace Boisar Managing DirectorDate 19th August 2019 DIN 01963172

Registered OfficePlot no M-13 MIDC Industrial AreaTarapur Boisar MaharashtraThane 401506

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CIN L15200MH1997PLC107525


NOTES

1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE IN THE MEETING INSTEAD OF HIMSELFHERSELF AND THE PROXY NEED NOT BE A MEMBEROF THE COMPANY A person can act as a proxy on behalf of not exceeding 50 members and holding inaggregating not more than 10 of total share of the Company

2 Explanatory Statement pursuant to Section 102 of Companies Act 2013 setting out the details relating to theSpecial Business to be transacted at the Annual General Meeting is annexed hereto

3 Corporate members intending to send their authorized representative to attend the meeting in pursuance toSection 113 of Companies Act 2013 are requested to send a certified copy of the Board resolution to theCompany authorizing their representative to attend and vote on their behalf at the meeting

4 During the period beginning 24 hours before the time fixed for the commencement of the meeting and endingwith the conclusion of the meeting a member would be entitled to inspect the proxies lodged at any time duringthe business hours of the Company provided that not less than three days of notice in writing is given to theCompany

5 The register of Directors and key managerial personnel and their shareholding maintained under section 170of Companies Act 2013 will be available for inspection by the members at the AGM

6 As per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thebrief profile of the Directors including those proposed to be appointed is annexed to this Notice

7 The Register of contracts or Arrangements in which the directors are interested maintained under Section189 of Companies Act 2013 will be available for inspection by the members at the AGM

8 The Register of Members and Share Transfer Books of the Company will remain closed from Sunday 22ndSeptember 2019 to Thursday 26th September 2019 (both days inclusive) for the purpose of Annual GeneralMeeting pursuant to the provisions of section 91 of the Companies Act 2013

9 (a) Members are requested to notify changes of address if any with PIN CODE number and quote referenceof their Folio Numbers

(b) In case your mailing address mentioned on this Annual Report is without the PIN CODE then you arerequested to inform your PIN CODE immediately

10 Members are requested to quote Folio Numbers in all correspondences

11 Documents referred to in the accompanying Notice are open for inspection at the Registered Office of theCompany during office hours on all working days except holidays between 1000 to 1200 noon up to the dateof Annual General Meeting

12 In case you intend to raise any query in the forthcoming Annual General Meeting you are requested to pleaseforward the same at least 7 days before the date of the meeting to the Registered Office so that the same maybe attended to your entire satisfaction

13 Members are requested to bring their attendance slip along with copy of Annual Report to the Meeting

14 SEBI has made it mandatory for every participant in the securitiescapital market to furnish the details ofIncome Tax Permanent Account Number (PAN) Accordingly all the shareholders holding shares in physicalform are requested to submit their details of PAN along with a photocopy of both sides of the PAN card dulyattested to the Registrar and Share Transfer Agents of the Company ie Sharex Dynamic (India) PrivateLimited

15 Information amp other instructions relating to E-Voting

i) In compliance with the provisions of Section 108 of the Act and the Rules framed there under and regulationrelating to SEBI (Listing services provided by CDSL on all the resolutions set forth in this Notice In orderto enable its Members who do not have the access to e-voting facility to send their assent or dissent inwriting in respect of the resolutions as set out in this Notice the Company is enclosing a Ballot Form withthe Notice Instructions for Ballot Forms are given at the back of the said Form and instructions fore-voting are given herein below Resolution(s) passed by the Members through Ballot Forms or e-votingisare deemed to have been passed as if they have been passed at the Annual General Meeting

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CIN L15200MH1997PLC107525


ii) The Board of Directors has appointed Mr Suhas S Ganpule Practicing Company Secretary (Member-ship No ACS 12122) as the Scrutinizer to scrutinize the voting by remote e-voting process (ie casting ofvotes using electronic voting system from place other than the venue of the Meeting) and the Ballot Formreceived from the Members in a fair and transparent manner

iii) Members can opt for only one mode of voting ie either by Ballot Form or E-voting In case Members casttheir votes through both the modes voting done by e-voting shall prevail and votes cast through BallotForm shall be treated as invalid

iv) Completed Ballot Forms should reach the Scrutinizer not later than the close of working hours ie at 500pm on Wednesday 25th September 2019 Ballot Forms received after this date will be considered asinvalid

v) In case a Member is desirous of obtaining a duplicate Ballot Form or having any querygrievance pertain-ing to the Ballot process can write to the Company at its registered office Plot No M-13 MIDC Ind AreaTarapur Boisar - 401506 or to the email ID udaycsvadilalgmailcom vadilaldairy1987gmailcomDuly completed and signed duplicate Ballot Form should however reach the Scrutinizer not later thanthe close of working hours on 500 PM 25th September 2019 Ballot Forms received after this date willbe treated as invalid

The instructions for voting electronically are as under

(i) The voting period begins on Monday 23rd September 2019 at 1000 AM and ends on Wednesday 25thSeptember 2019 at 500 PM During this period shareholders of the Company holding shares either inphysical form or in dematerialized form as on the cut-off date ie Thursday 19th September 2019 maycast their vote electronically The e-voting module shall be disabled by CDSL for voting thereafter

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at themeeting venue

(iii) The shareholders should log on to the e-voting website wwwevotingindiacom

(iv) Click on Shareholders

(v) Now Enter your User IDa For CDSL 16 digits beneficiary IDb For NSDL 8 Character DP ID followed by 8 Digits Client IDc Members holding shares in Physical Form should enter Folio Number registered with the Com-

pany

(v) Next enter the Image Verification as displayed and Click on Login

(vi) If you are holding shares in demat form and had logged on to wwwevotingindiacom and voted on anearlier voting of any company then your existing password is to be used

(vii) If you are a first time user follow the steps given below

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)

bull Members who have not updated their PAN with the CompanyDepository Participantare requested to use the first two letters of their name and the 8 digits of thesequence number which is printed in the attendance slip in the PAN field

bull In case the sequence number is less than 8 digits enter the applicable number of0s before the number after the first two characters of the name in CAPITAL lettersEg If your name is Ramesh Kumar with folio number 100 then enter RA00000001in the PAN field

DOB Dividend Bank Enter the Divided Bank Details or Date of Birth (In ddmmyy format) as recorded in yourDetails demat account or in the company records in order to login

bull If both the details are not recorded with the depositary or company please enter thenumber of shares held by you as on the cut off date in the Divided Bank details field

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CIN L15200MH1997PLC107525


(viii) After entering these details appropriately click on SUBMIT tab

(ix) Members holding shares in physical form will then directly reach the Company selection screen How-ever members holding shares in demat form will now reach Password Creation menu wherein they arerequired to mandatorily enter their login password in the new password field Kindly note that thispassword is to be also used by the demat holders for voting for resolutions of any other company onwhich they are eligible to vote provided that company opts for e-voting through CDSL platform It isstrongly recommended not to share your password with any other person and take utmost care to keepyour password confidential

(x) For Members holding shares in physical form the details can be used only for e-voting on the resolutionscontained in this Notice

(xi) Click on the EVSN for the relevant Vadilal Dairy International Limited on which you choose to vote

(xii) On the voting page you will see RESOLUTION DESCRIPTION and against the same the option YESNO for voting Select the option YES or NO as desired The option YES implies that you assent to theResolution and option NO implies that you dissent to the Resolution

(xiii) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details

(xiv) After selecting the resolution you have decided to vote on click on SUBMIT A confirmation box will bedisplayed If you wish to confirm your vote click on OK else to change your vote click on CANCEL andaccordingly modify your vote

(xv) Once you CONFIRM your vote on the resolution you will not be allowed to modify your vote

(xvi) You can also take out print of the voting done by you by clicking on Click here to print option on the Votingpage

(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the imageverification code and click on Forgot Password amp enter the details as prompted by the system

(xviii) Shareholders can also cast their vote using CDSLs mobile app m- Voting available for android basedmobiles The m- Voting app can be downloaded from Google Play store Iphone and Windows phoneusers can download the app from the App Store respectively on or after 30th June 2016 Please followthe instructions as prompted by the mobile app while voting on your mobile

(xix) Note for Non - Individual Shareholders and Custodians

Non-Individual shareholders (ie other than Individuals HUF NRI etc) and Custodian are requiredto log on to wwwevotingindiacom and register themselves as Corporate

A scanned copy of the Registration Form bearing the stamp and sign of the entity should beemailed to helpdeskevotingcdslindiacom

After receiving the login details they have to create a user who would be able to link the account(s)which they wish to vote on

The list of accounts should be mailed to helpdeskevotingcdslindiacom and on approval of theaccounts they would be able to cast their vote

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued infavour of the Custodian if any should be uploaded in PDF format in the system for the scrutinizer toverify the same

(xix) In case you have any queries or issues regarding e-voting you may refer the Frequently Asked Questions(FAQs) and e-voting manual available at wwwevotingindiacom under help section or write an email tohelpdeskevotingcdslindiacom

1 You can also update your mobile number and e-mail id in the user profile details of the folio whichmay be used for sending future communication(s)

2 Mr Suhas Ganpule a Practicing Company Secretary (Membership No 12122 Certificate of Prac-tice No 5722) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair andtransparent manner

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CIN L15200MH1997PLC107525


3 The Scrutinizer shall within a period not exceeding 3 (three) working days from the conclusion of thee-voting period unblock the votes in the presence of at least 2 (two) witnesses not in the employ-ment of the Company and make a Scrutinizers Report of the votes cast in favor or against if anyforthwith to the Chairman of the Company

4 The Results shall be declared on the date of AGM of the Company The Results declared alongwiththe Scrutinizers Report shall be placed on the Companys website wwwvadilaldairycom and onthe website of CDSL within 3 (three) days of passing of the resolutions at the AGM of the Companyand communicated to the Stock Exchanges

5 The members are requested to

i Intimate to the Registrars Company changes if any in their registered address at an earlydate along with the pin code number

ii Quote Registered Folio Client ID amp DP ID in all their correspondence

iii Dematerialise the shares held in physical form at the earliest as trading in the Equity Shares ofthe Company shall be only in dematerialised form for all the investors

For and on behalf of the BoardFor Vadilal Dairy International Limited

Sd-Shailesh R Gandhi

Place Boisar Managing DirectorDate 19th August 2019 DIN 01963172

Registered OfficePlot no M-13 MIDC Ind AreaTarapur Boisar MaharashtraThane 401506

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CIN L15200MH1997PLC107525


ANNEXURE TO THE NOTICE

PROFILE OF DIRECTOR BEING APPOINTED RE-APPOINTED AT THE ANNUAL GENERAL MEETING

As required by regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015the particulars of director who is proposed to be re-appointed is given below

Name of Director Mr Rahil Gandhi

Date of birth 23rd January 1987

Date of appointment 14th February 2014

Qualification Mechanical Engineer

Expertise in specific functional areas 8 years of experience in Dairy business

Directorship held in other private or 1 Bela Investment and Finance Company Private Limitedpublic Companies 2 Rahil Dairy Industries Private Limited

MembershipChairmanship of committees NILof other public companies (includes onlyAudit committees and Stakeholdersrelationship Committee)

Number of shares held in the Company 27950 shares

Name of Director Mr Ankush Garde

Date of birth 01st June 1956

Date of appointment 12th June 2019

Qualification BA

Expertise in specific functional areas 30 years of experience retired Government servant

Directorship held in other private or Nilpublic Companies

MembershipChairmanship of committees Nilof other public companies (includes onlyAudit committees and Stakeholdersrelationship Committee)

Number of shares held in the Company Nil

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CIN L15200MH1997PLC107525


Name of Director Mr Mahesh Pandya

Date of birth 27th September 1957


Qualification BCom

Expertise in specific functional areas 39 years of expertise in Human ResourceActing as a Legal Advisor

Directorship held in other private or NILpublic Companies


Number of shares held in the Company NIL

Name of Director Mr Vishnu Barhate

Date of birth 16th March 1952

Date of appointment 23091999


Expertise in specific functional areas Refrigeration system in dairy



Number of shares held in the Company 20

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CIN L15200MH1997PLC107525


Name of Director Mr Prakash Mankar

Date of birth 18th November 1964


Qualification Dairy Technologist

Expertise in specific functional areas Foods amp Dairy




Name of Director Mr Subhashchandra Patil


Date of appointment 01st May 2005

Qualification BSC amp DBM





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CIN L15200MH1997PLC107525


EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013

Item No 3As per the provisions of Section 149 of the Companies Act 2013 Mr Ankush Garde (DIN 08476251) is eligible to beappointed as an Independent Director of the Company The Company has received request in writing from themember of the company proposing his candidature for appointment as Independent Director of the Company Alsothe Company has received a declaration from Mr Ankush Garde (DIN 08476251) that he meets with the criteria ofIndependence as prescribed under Section 149 (6) of Companies Act 2013 Mr Ankush Garde (DIN 08476251)possesses diversified skills experience and knowledge inter alia in the field of LawKeeping in view his vast expertise and knowledge it will be in the interest of the Company that Mr Ankush Garde beappointed as an Independent Director for a period of 5 years from the date of Annual General Meeting until thecalendar year 2024None of the Director Key Managerial Personnel and their relatives other than Mr Ankush Garde is in any wayconcerned or interested financially or otherwise in the resolution set out at Item No 3 of the NoticeThe Board of Directors of your Company recommends the Resolutions for your approval

Item No 4As per the provisions of Section 149 of the Companies Act 2013 Mr Mahesh Pandya (DIN 08476290) is eligible tobe appointed as an Independent Director of the Company The Company has received request in writing from amember of the company proposing his candidature for appointment as Independent Director of the Company Alsothe Company has received a declaration from Mr Mahesh Pandya (DIN 08476290) that he meets with the criteria ofIndependence as prescribed under Section 149 (6) of Companies Act 2013 Mr Mahesh Pandya (DIN 08476290)possesses diversified skills experience and knowledge inter alia in the field of LawKeeping in view his vast expertise and knowledge it will be in the interest of the Company that Mr Mahesh Pandyabe appointed as an Independent Director for a period of 5 years from the date of Annual General Meeting until thecalendar year 2024None of the Director Key Managerial Personnel and their relatives other than Mr Mahesh Pandya is in any wayconcerned or interested financially or otherwise in the resolution set out at Item No 4 of the NoticeThe Board of Directors of your Company recommends the Resolutions for your approvalItem No 5 to 7In terms of Section 149 of Companies Act 2013 Members of 27th Annual General Meeting held on 29th September2014 approved appointment of Mr Vishnu D Barhate Mr Prakash O Mankar and Mr Subhaschandra P Patil asIndependent Director upto 2019As per the provisions of Section 149 of the Companies Act 2013 an Independent Director shall hold office for a termupto five consecutive years on the Board of a Company but shall be eligible for re-appointment for another term offive years on passing of a special resolution by shareholdersThe Company has received intimation in Form DIR-8 from Mr Vishnu D Barhate Mr Prakash O Mankar and MrSubhaschandra P Patil that they are not disqualified from being re-appointed as an Independent Director in termsof Section 164 of the Act declaration that he meets with the criteria of independence as prescribed under Section149 (6) of the Companies Act 2013 amp Regulation 16(1)(b) of SEBI Listing Regulations and his consent to continueas an Independent DirectorThe resolution seeks the approval of members for the re-appointment of Directors as an Independent Director of theCompany upto the year 2024 in terms of Section 149 and other applicable provisions of the Act and Rules madethere under They shall not be liable to retire by rotationThe Board accordingly recommends the resolutions at Item Nos 5 to 7 of the Notice for the approval of theMembersNone of the said Directors except Mr Vishnu D Barhate Mr Prakash O Mankar and Mr Subhaschandra P Patil areinterested in the resolution


Sd- Shailesh Gandhi


Registered OfficePlot no M-13 MIDC Industrial AreaTarapur Boisar Maharashtra Thane 401506

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CIN L15200MH1997PLC107525


DIRECTORSrsquo REPORT

To

The Members

Vadilal Dairy International Limited

Your Directors are pleased to present the Thirty Second Annual Report on the business and operations ofMs Vadilal Dairy International Limited (the Company) along with the Audited Financial Statements for the yearended March 31 2019

1 FINANCIAL HIGHLIGHTS

(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018

Profit Before Depreciation and Financial Charges 57998 67396

Less Depreciation and amortization 20330 17855

Financial cost 8534 9309

Profit before Exceptional Items and Tax 29134 40232

Exceptional Items -- --

Profit Before Tax 29134 40232

Provision for Deferred Tax (Asset) (995) (834)

Current Tax (13000) (12800)

Profit After Tax 17129 28266

STATE OF COMPANYrsquoS AFFAIRS

The Company has earned revenue from the operations (gross) of Rs 462126-Lakhs during the year ended on 31stMarch 2019 as against Rs 435565- Lakhs during the previous year ended on 31st March 2018

The Company reported Profit of Rs 17129 Lakhs during the year ended on 31st March 2019 as compared to Rs28266- Lakhs during the previous year ended on 31st March 2018

The Companys EPS is Rs 536 as compared to Rs 885 for the previous year

BUSINESS OUTLOOK

The Companys primary target is to improve its performance by achieving substantial double digit growth rate in thenext financial year 2019-20 In order to achieve the said target the Company plans to improve supply chain appointdynamic marketing team and to deploy quality control teams responsible for enhanced compliance with product andguidelines set down by related regulatory agency

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs 150000000 (Rupees Fifteen Crore) and the Paid up capital ofthe Company is Rs 31941500 (Rupees Three Crores Nineteen Lakhs Forty one Thousand and Five hundred)

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

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies (Managementand Administration) Rules 2014 an extract of Annual Return in Form MGT-9 is provided under Annexure D and isalso available on the website of the Company ie http wwwvadilaldairycom

DIVIDEND

In order to conserve the resources and for further growth of the Company the Management does not propose to payany dividend for the Financial Year ended 31st March 2019

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CIN L15200MH1997PLC107525


TRANFER TO RESERVES

The Board does not propose transfer of any amount to Reserves for the Financial Year 2018-2019

REVOCATION OF SUSPENSION

The Companys shares were listed at Bombay Stock Exchange (BSE) in the year 1994-95 and were suspended fromtrading in the year 2002 The company is regularly complying with the Regulations of BSE amp SEBI

The Company had received the Letter from the Stock Exchange for compulsory delisting of its Securities andaccordingly the Company had replied for the letter so received and as per their requirements the Company hassubmitted all the necessary pending compliances under the relevant filing portal with the Stock Exchange and alsopaid its pending Listing fees and the Company is under the process of revoking its Securities for trading in shareswith BSE Limited

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

During the year under Review there are no material changes and commitments affecting the Financial Position ofthe Company which has occurred between the financial Year ends to which the financial Statement relates

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year

1 Mr Prakash Mistry resigned from the post of Chief Financial Officer (CFO) wef 7th March 2019 andMrs Sonali Parab was appointed as Chief Financial Officer of the Company wef 12062019

2 At the ensuing Annual General Meeting Mr Rahil S Gandhi (DIN 03126913) retires by rotation and seeksre-appointment

Further Mr Ankush Garde was appointed as an Additional Director of the Company on 12th June 2019

Also Mr Mahesh Pandya was appointed as an Additional Director of the Company on 12th June 2019

TRANSACTION WITH RELATED PARTIES

There are some transactions with related parties which fall under the scope of the Section 188 (1) of the ActInformation on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of theCompanies (Accounts) Rules 2014 are given in Annexure A in Form AOC -2 and forms part of this report

CASH FLOW STATEMENTS

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 2019 is attached as a part of the AnnualAccounts of the Company

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

Your Company has in place adequate internal financial control with reference to financial statements commensu-rate with size scale and complexity of its operations During the year such control was tested and no reportablematerial 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 ofinternal financial control system and suggests the improvements to strengthen the same

The Company has adequate internal controls and processes in place with respect to financial statements whichprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial state-ments The company has a mechanism of testing the control at regular interval for testing the operating effective-ness to ascertain the reliability and authenticity of financial information for safeguarding the assets for preventionand detection of frauds and errors for accuracy and completeness of accounting record and for timely preparationof financial information and it also conducts physical verification of inventory Fixed assets and cash on hand andmatches them with the books of accounts

14


CIN L15200MH1997PLC107525


DETAILS OF SUBSIDARY JOINT VENTURES ASSOCIATE COMPANIES

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

PREVENTION OF SEXUAL HARASSMENT

Your Company laid down a Sexual Harassment policy The company has zero tolerance on sexual harassment atworkplace 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 case pending to be addressed resolvedeither 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 Act2013 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 CompaniesAct 2013 and Rules made thereunder

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 downunder Section 149 (6) of the Companies Act 2013 and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclo-sure Requirement) Regulation 2015 which have been relied by the Company and were placed at the Board Meetingheld on 16th May 2018

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 theBoards functioning composition of Board and its committee culture execution and performance of specific dutiesobligations and governance The performance evaluation of the independent directors was completed The perfor-mance evaluation of chairman and the non independent director was carried by the Independent director The Boardof directors expressed their satisfaction with the evaluation process

REMUNERATION POLICY

The Board of Directors has framed a policy which lay down a framework in relation to remunerations of directors andkey managerial personnel of the company This policy amongst others lays down the criteria for selection andappointment of Board of Directors The Details of the policy is posted on website

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

Details of familiarization program are provided on website of Company wwwvadilaldairycom

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 with respect to Directors Responsi-bility Statement it is hereby confirmed that

i) in the preparation of the accounts the applicable accounting standards have been followed along with properexplanation relating to material departures

ii) they have selected such accounting policies and applied them consistently and made judgments and esti-mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyat the end of the financial year and of the profit of the Company for that period

15


CIN L15200MH1997PLC107525


iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and for preventing and detectingfraud 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 financialcontrols are adequate and were generally operating effectively

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch 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) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Remuneration of Directors

Name Title Increase in the remuneration Ratio asfor the year ended 31st March 2019 related to employees

Shailesh Gandhi Managing Director -- 38

Bela Gandhi Executive Director -- 7

Rahil Gandhi Whole Time Director -- 13

Note The Directors do not receive any remuneration except sitting fees Hence the percentage increase of theirremuneration has not been considered for the above purpose

1 There was no increase in the remuneration of Directors as mentioned above

2 As on 31st March 2019 there were total of 187 employees on the roll of the Company

3 Increase in remuneration depends upon factors like Company performance Bench Marking Inflationary trendstalent availability turnover and regulatory provisions part from the individual performance of employees

4 Comparison of Average percentile increase in salary of employees other than the managerial personneland the percentile increase in the managerial remuneration

Average percentile increase in the remuneration for all employees other than managerial personnel was 7while there was no change in the managerial remuneration

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

STATUTORY AUDITORS AND AUDITORS REPORT

Ms Vinod K Mehta amp Co Chartered Accountants (Registration No 111508W) were appointed as Statutory Audi-tors of the Company in its 30th AGM for tenure of 5 years ie till the Conclusion of AGM to be held in the Year 2022 (Asper the new Companies Amendment Act 2017 read with Notification SO 1833(E) dated 7th May 2018 deletesprovision of annual ratification of the appointment of Auditor)

Ms Vinod K Mehta amp Co have given a written confirmation to the company to the effect that their appointment if madewould satisfy the criteria provided in Section 141 Companies Act 2013 and would also be in conformation within thelimits 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 furthercomments 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 Remu-neration of Managerial Personnel) Rules 2014 the company has appointed Ms SG amp Associates a firm of CompanySecretaries in practice to undertake the Secretarial Audit of the Company for the year The Secretarial Audit report isannexed herewith as Annexure B

16


CIN L15200MH1997PLC107525


Observations by secretarial auditor

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

2 The Company has received Show Cause Notice from the Bombay Stock Exchange for compulsory delistingof its Securities from BSE on 21st May 2018 and the Company is under the process of revocation ofsuspension

3 The Company has not updated its Website as per Reg 46 of SEBI (Listing Obligation and Disclosurerequirement) regulation 2015

Explanation by the management

1 The Company is under the process of getting its shares dematerialized

2 The Company has replied for the show cause notice received from the Bombay Stock Exchange and accord-ingly has paid its listing fees and is under the process of revoking the same

3 The Company is under the process of updating its Website

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this Report and gives details of overallindustry structure economic developments performance and state of affairs of the Companys 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 requiredto 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 ANDEMPLOYEES

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

The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also thatno discrimination will be meted 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 Managersof the Company shall endeavor to promote ethical behavior and to provide opportunity to employees to reportviolation of laws rules regulations or code of conduct and policy directives adopted by the Company to the appropri-ate 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 insecurities by the Directors and designated employees of the Company The Code requires pre-clearance for deal-ing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed The Board is responsible for implementation of theCode All Directors and the designated employees have confirmed compliance with the Code

17


CIN L15200MH1997PLC107525


RISK MANAGEMENT

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

The Companys risk management framework is based on a clear understanding of various risks disciplined riskassessment and measurement procedure and continues monitoring The policies and procedure established forthis purpose are continuously benchmarking with international best practice The risk management process iscontinuously 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 seniorleadership 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 theSafety and Protection of workers at factory of the company Your company has consistently emphasized sustainabilityin use of natural and non renewable resources Within the factory the efforts are on going to continuously assessand improve operational efficiencies minimize consumption of water energy and emission of CO2 even asproduction volume are maximized Within the factory your Company constantly evaluates new initiatives that couldreduce waste and emissions and actively engages the employees to increase awareness about the need tosustain the environment Your Company believes that safety practices are important in every activity function andlocation wherever the employees are engaged and is committed to maintaining the safety culture

CORPORATE SOCIAL RESOPOSIBLITY (CSR)

The Company has spent the amount of CSR to Late Smt Narmadaben Sukhal Charitable Trust Jamnagar Gujaratand Gagangiri Trusts Karjat for the upliftment of orphanage children and for their education

The Company has average net profit of Rs 44263572- and the company is required to spend Rs 885271-onCSR activities The Company is taking up CSR programs which will benefit the communities in and around thevicinity of its operational presence resulting in enhancing the quality of lives of the people in these areas TheDirectors ensures that the Company has spent sufficient amount towards CSR Contribution for the current financialyear

The Corporate Social Responsibility policy is available on the Companys website viz wwwvadilaldairycom andthe details of CSR provision is provided under Annexure H

PARTICULARS OF EMPLOYEES

During the Year under report your Company has not employed any person who is in receipt of remuneration inexcess of the limits specified under Section 197 of the Act read with the Companies (Appointment and Remunera-tion 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 theAnnual Report excluding the information required as per Rule 5(2) of the Companies (Appointment and Remunera-tion of Managerial Personnel) Rules 2014 on employees particulars is being sent to the Members which ishowever available for inspection at the Registered Office of the Company during the working hours of the Companyupto the date of ensuing Annual General Meeting If any member is interested in obtaining such information maywrite 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 onCorporate Governance is not applicable to the Company as it does not fall under the criteria of Paid Up Share Capitalof Rs 10 Crore and Turnover of Rs 25 Crore But certain important points have been highlighted as below

18


CIN L15200MH1997PLC107525


Meeting of Board of Directors and Other Committee Meetings

Board Meeting

The Board of Directors comprises of Six Directors three are Executive and three are Non- Executive Directors TheChairman of the Board is Executive Director

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

Sr Name of Director Designation Attendance in Attendance in last AnnualNo Board Meetings General Meeting

Held Attended

1 Shailesh R Gandhi Managing Director 9 8 Yes

2 Rahil S Gandhi Whole Time Director 9 9 Yes(Executive)

3 Bela S Gandhi Director 9 9 Yes

4 Subhashchandra Patil Independent Director(Non- executive) 9 9 Yes

5 Vishnu Barhate Independent Director(Non- executive) 9 9 Yes

6 Prakash Mankar Independent Director(Non- executive) 9 9 Yes

Audit Committee

The composition of the Audit Committee is in alignment with the provisions of Section 177 of the Companies Act2013 read with the Rules issued there under and Regulation 18 of SEBI (Listing Obligation and Disclosure Require-ment) Regulation 2015

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

Five Audit Committee meetings were held as follows

30052018 15062018 14082018 14112018 14022019

Sr Name of Director Designation Attendance inNo Audit Committee

Held Attended

1 Shailesh Gandhi Managing Director 5 4

2 Vishnu Barhate Non- Executive Independent Director (Member) 5 5

3 Subhashchandra Patil Non Executive Director (Chairman) 5 5

Nomination and Remuneration Committee

The Committee has the overall responsibility of approving and evaluating the Nomination and Remuneration planspolicies and programs for Executive Non Executive Directors

The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company alongwith the details of meeting held and attended by the Members of the Committee during the Financial Year 2018-2019is detailed below

15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended


2 Prakash Mankar Non- Executive Independent Director (Member) 4 4


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 reviewsShareholders complaints and Resolution thereof

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

The constitution of the Stakeholders Relationship Committee of the Board of Directors of the Company along withthe details of the meetings held and attended by the Members of the Committee during the Financial Year 2018-2019 is detailed below

30052018 14082018 14112018 14022019


Held Attended




The details of Complaints received and resolved during the Year ended 31st March 2019 are as follows

No of Complaints Received- 0No of Complaints Resolved- 0No of Complaints Pending- 0

Independent Directors

The independent Directors meet without the presence of Non- Independent Directors These meetings are formaland 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 takinginto account views of Executive Non- Executive Directors and assessing the quality quantity and timeliness of flowof information between the Companys management and the Board that is necessary for the Board to effectively andreasonably perform their duties

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

The Meeting of Independent Director was held on 14th August 2018 and all the Independent Directors of theCompany were present at the Meeting

The Composition of Independent Director is as follows

Sr No Name and Designation Designation

1 Mr Prakash Mankar Non- Executive Independent Director (Member)

2 Mr Subhashchandra Patil Non Executive Independent Director (Chairman)

3 Mr Vishnu D Barhate Non Executive Independent Director (Member)

20


CIN L15200MH1997PLC107525


Corporate Social Responsibility Committee

The Company is covered under the provisions of Section 135 and Rules made there under for Corporate SocialResponsibility The Company has formulated a policy on the Corporate Social Responsibility measures to beundertaken by the Company as specified in Schedule VII to the Companies Act 2013

The Meeting of Corporate Social Responsibility Committee was held on 28th March 2019

The Composition of Corporate Social Responsibility Committee is as follows


1 Mr Shailesh Gandhi Managing Director (Chairman)

2 Mrs Bela Gandhi Director (Member)


GENERAL SHAREHOLDERS INFORMATION

Date 26th September 2019

Time 1200 Noon

Place Plot No M-13 MIDC Industrial Area Tarapur Boisar- 401506

Financial Year 2018-2019

Book Closure 22nd September 2019 to 26th September 2019

Dividend payment NIL

Listed on Stock Exchange The Bombay Stock Exchange Limited

Stock Code 519451

Demat ISIN No in CDSL INE159T01016

Registrar and Share Transfer Agents Sharex Dynamic (India) Private LimitedC- 101 247 Park LBS Marg Vikroli (West)Mumbai- 400083 Tel (022) 28515606 28515644Fax no 28512885 E Mail supportsharexindiacom

STATUTORY DISCLOSURES

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

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance receivedfrom shareholders bankers regulatory bodies distributors suppliers and other business constituents during theyear under review Your Directors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff resulting in the successful performance of the Company duringthe year


Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525


ANNEXURE A TO DIRECTORS REPORT

FORM NO AOC -2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)

of the Companies (Accounts) Rules 20141 Form for Disclosure of particulars of contractsarrangements entered into by the company with related parties

referred to in sub section (1) of section 188 of the Companies Act 2013 including certain arms length transactionunder third proviso thereto

(Rs In Lacs)SL No Particulars Details

Name (s) of the related party Name Nature ofamp nature of relationship Relationship

Loan taken and repaid fromto Directors1 Shailesh Gandhi Managing Director2 Bela Gandhi DirectorRemuneration to Directors1 Shailesh Gandhi2 Bela Gandhi3 Rahil GandhiOther AdvancesBela Investment and Finance Co Ltd

Duration of the contracts Loan - As and when required by the Companyarrangementstransaction Remuneration - Annually

(Remuneration to Directors) Royalty till date of termination

Salient terms of the contracts Name Nature of Valueor arrangements or Transactions (In Lakhs)transaction including 1 Shailesh Gandhi Loan Repaid Rs 11600000-the value if any

2 Bela Gandhi Loan Repaid Rs 1100000-3 Bela Investment Royalty Rs 4755070-

amp Finance Co Ltd1 Shailesh Gandhi Rs 5100000-2 Bela Gandhi Remuneratio to Rs 900000-

Directors3 Rahil Gandhi Rs 1800000-

Justification for entering For Business purposeinto such contracts orarrangements or transactionsDate of approval by the Board Remuneration - 14082018 Remuneration of

(Remuneration) DirectorAmount paid as advancesif anyDate on which the special 28092018 Remuneration ofresolution was passed in DirectorsGeneral meeting as requiredunder first proviso tosection 188

2 Details of contracts or arrangements or transactions not at Armrsquos length basis-NIL


Sd- Shailesh Gandhi

Place Boisar Managing DirectorDate 19th August 2019 DIN 01963172Registered OfficePlot no M-13 MIDC Industrial Area Tarapur BoisarMaharashtra Thane 401506

22


CIN L15200MH1997PLC107525


ANNEXURE B TO DIRECTORS REPORTSECRETARIAL AUDIT REPORT

Form No MR-3Secretarial Audit Report

[Pursuant to section 204(1) of the Companies Act 2013 and rule No 9 of the Companies (Appointment andRemuneration Personnel) Rules 2014]

Secretarial Audit ReportFor the Financial Year ended 31st March 2019

ToThe MembersVadilal Dairy International Limited

We have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence togood corporate practices by Vadilal Dairy International Limited (hereinafter called the Company)

Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconductsstatutory compliances and expressing our opinion thereon

Based on our verification of the Companys books papers minute books forms and returns filed and other recordsmaintained by the company and also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2019 has complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes and compliance mechanismin place to the extent in the manner and subject to the reporting made hereinafter

We have examined the books papers minute books forms and returns filed and other records maintained by theCompany for the financial year ended on 31st March 2019 according to the provisions of

I The Companies Act 2013 (the Act) and the rules made there under

II The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made there under

III The Depositories Act 1996 and the Regulations and Bye-laws framed there under

IV The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act1992 (SEBI Act)

a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regula-tions 2011

b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015

c The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula-tions 2009

d The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008

e The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regu-lations 1993 regarding the Companies Act and dealing with client

f The Securities and Exchange Board of India (listing Obligation and Disclosure Requirements) Regula-tion 2015

V Other laws applicable to the Company as per the representations made by the Company We have alsoexamined compliance with the applicable clauses of the following

(i) The Factories Act 1948

(ii) The Payment of Wages Act 1936

(iii) The Minimum Wages Act 1948

(iv) The Employees State Insurance Act 1948

23


CIN L15200MH1997PLC107525


(v) The Employees Provident Fund and Miscellaneous Provisions Act 1952

(vii) The Water (Prevention amp Control of Pollution) Act 1974 Read with Water (Prevention amp Control of Pollu-tion) Rules 1975

We have also examined compliance with the applicable clauses of the following

a) Secretarial Standards by The Institute of Company Secretaries of India

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-ExecutiveDirectors and Independent Directors The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act

Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda weresent at least seven days in advance and a system exists for seeking and obtaining further information and clarifica-tions on the agenda items before the meeting and for meaningful participation at the meeting

All the decisions were carried out unanimously by the members of the Board and Committees and the same wereduly recorded in the minutes of the meeting of the Board of Directors and Committees of the Company

We further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rules regulations and guide-lines

I further report that during the audit period there were no instances of

i Public Rights Preferential issue of shares debentures sweat equity

ii Buy-Back of securities

iii Merger amalgamation reconstruction etc

iv Foreign technical collaborations

This Report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of thisReport

OBSERVATION

The Share Holding of Promoter Group is not held in dematerialized form as on date and the Company is in theprocess of dematerialising the same

The Company has received Show Cause Notice from the Bombay Stock Exchange for compulsory delisting ofits Securities from BSE on 21st May 2018 and the Company is under the process of revocation of suspension

The Company has not updated its Website as per Reg 46 of SEBI (Listing Obligation and Disclosure require-ment) regulation 2015

For S G amp Associates

Sd-

Suhas GanpuleProprietor

Membership No 12122C P No 5722

Date 19th August 2019

Place Mumbai

24


CIN L15200MH1997PLC107525


Annexure A to Secretarial Audit Report

To

The Members

Vadilal Dairy International LimitedBoisar

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibilityis to express an opinion on these secretarial records based on our audit

2 We have followed the audit practices and processes as were appropriate to obtain reasonable assuranceabout the correctness of the contents of the secretarial record The verification was done on test basis toensure that the correct facts are reflected in secretarial records We believe that the practices and processeswe followed provide a reasonable basis for our opinion

3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of thecompany

4 Where ever required we have obtained management representation about the compliance of laws rulesregulations norms and standards and happening of events

5 The compliance of the provisions of Corporate and other applicable laws rules regulations norms andstandards is the responsibility of management Our examination was limited to the verification of procedure ontest basis

6 The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacyor effectiveness with which the management has conducted the affairs of the Company


Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C

Particulars required under the Companies(Disclosure of particulars in the report of Board of Director(s) Rules) 1988

A) CONSERVATION OF ENERGY

i) Energy conservation measures taken with respect to optimum utilization of cold storage by switching offpower supply at cold storages whenever temperature reaches the desired level and switching off powersupply whenever not required in office premises

ii) Following measures are proposed for reduction of consumption of energy

a) Improving power factor by adding capacitors

b) Replacing existing machinesequipments with more productive energy efficient machinesequipments

iii) The above measures will reduce energy consumption and result in controlreduction in the cost ofproduction of goods The measures taken have controlled the cost of production

iv) Total energy consumption amp energy consumption per unit of production was as under (Form A)

26


CIN L15200MH1997PLC107525


FORM ndash A

(SEE RULE -2)FORM FOR DISCLOSUER OF PARTICULARS WITH RESPECT TO CONSERAVTION OF ENERGY

A) POWER amp FUEL CONSUMPTION CURRENT PREVIOUSYEAR YEAR

2018-19 2017-18

1 Electricitya) Purchase unit 2043414 2044495

Total amount (Rs) 20201891 18506580Rate Unit (Rs) 989 905

b) Own generationi) Through diesel generation unit Nil Nil

Units per litre of diesel Nil NilCostunit (Rs) Nil Nil

ii) Through Steam Turbine Generator units Nil NilUnits per Litre of fuel oil Gas Nil Nil

2 Coal (Specify Quality amp where used)Quantity (Tones) Nil NilTotal Cost (Rs) Nil NilAverage Rate (Rs) Nil Nil

3 Furnace Oil LDOQty (K Litres) 14 19Total cost (Rs) 1017170 1170580410Average Rate (Rs) 7266 6161

4 OtherInternal GenerationQty (units) Nil NilTotal cost (Rs) Nil NilRate Unit (Rs) Nil NilConsumption per liter of production 2018-2019 2017-2018Product Electricity Electricity

(KwhLtrs) (KwhLtrs)Ice cream 046 046

B) RESEARCH amp DEVELOPMENT

a Specific areas in which R amp D carried out by the Company

The R amp D efforts of the Company are directed towards process Development energy conservationpollution control efficiency Improvement and quality upgradation

b Benefits derived as a result of the above R amp D

Improvement in quality and material utilization

c Future Plan of Action

To introduce new varieties of ice cream amp frozen desserts by continuous R amp D efforts

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earnings or outgoings for the year ended on 31st March 2019 (PY Nil)

27


CIN L15200MH1997PLC107525


ANNEXURE lsquoDrsquo TO DIRECTORSrsquo REPORT

EXTRACT OF ANNUAL RETURNAs on financial year ended 31032019

[Pursuant to Section 92(3) of the Companies act 2013 read with[The Companies (Management and Administration) Rules 2014]

FORM NO MGT-9

A REGISTRATION AND OTHER DETAILS

CIN- L15200MH1997PLC107525

Registration Date 20071987

Name of the Company Vadilal Dairy International Limited

Category Sub-Category of the Company Category Public Company

Sub- Category Limited by shares

Address of the Registered office Plot No M-13 MIDC Industrial Area Tarapur Boisar- 401506and contact details Contact No- 02525272501 02525272697

Whether listed company YES

Name Address and Contact details of Sharex Dynamic (India) Private LimitedRegistrar and Transfer Agent if any Address C- 101 247 Park LBS Marg Vikroli (West)

Mumbai- 400083 Tel (022) 28515606 28515644Fax no 28512885 E Mail supportsharexindiacom

B PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

a Ice Cream and Frozen Deserts 1520 100

C PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIESThe Company does not have any Holding Subsidiary and Associate Company as on during the Financial Year2018 - 2019

D SHARE HOLDING PATTERN

A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN

(a) Individual NRI For Ind 0 0 0 0 0 0 0 0 0

(b) Other Individual 0 0 0 0 0 0 0 0 0

Sr No Name and Description of mainproducts services

NIC Code of the Product serviceto total turnover of the company

to total turnover ofthe company

Category ofShareholders

No of Shares held at thebeginning of the year

01042018

No of Shares held at the end ofthe year 31032019

Changeduring

theyear

Demat Physical Total ofTotal

Shares


Shares

28


CIN L15200MH1997PLC107525


(c) Bodies Corporates 0 0 0 0 0 0 0 0 0

(d) Banks FII 0 0 0 0 0 0 0 0 0

(e) Qualified Foreign Investor 0 0 0 0 0 0 0 0 0

(f) Any Other Specify 0 0 0 0 0 0 0 0 0

Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0

(e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

(f) Insurance Companies 0 0 0 0 0 0 0 0 0

(g) FIIs 0 0 0 0 0 0 0 0 0

(h) Foreign VentureCapital Funds 0 0 0 0 0 0 0 0 0

(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0

(B)2 Non-Institutions

(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals

(i) Individual shareholdersholding nominal sharecapital upto Rs 2 lakh 2230 128970 131200 411 2230 128970 131200 411 0

(ii) Individual shareholdersholding nominal sharecapital in excess ofRs 2 lakh 27950 0 27950 088 27950 0 27950 088 0

(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0

Non Resident Indians 0 0 0 0 0 0 0 0

Overseas Corporate

Bodies 0 0 0 0 0 0 0 0

Foreign Nationals 0 0 0 0 0 0 0 0 0

Clearing Members 0 0 0 0 0 0 0 0 0

Trusts 0 0 0 0 0 0 0 0 0

Foreign Boodies - D R 0 0 0 0 0 0 0 0 0

Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0

Total Public Shareholding(B)=(B)(1)+ (B)(2) 30230 202660 232890 729 30230 202660 232890 729 0

C Shares held by Custodianfor GDRs amp ADRs 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525


(ii) Promoterrsquos Shareholding

1 SHRI SHAILESH R GANDHI 1857888 5817 -- 1857888 5817 -- -

2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -

4 BELA INVT amp FINANCECO PVT LTD 459830 1440 -- 459830 1440 -- --

(iii) Change in Promoters Shareholding (please specify if there is no change)- Not Applicable

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs andADRs)

SlNo

Shareholders Name Shareholding at thebeginning of the year

01042017

Share holding at the endof the Year31032018

changein shareholdingduringtheyear

ofShares

Pledged encumbered

to totalshares

of totalSharesof the

company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company

No of Shares atthe beginning

(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany

Date IncreasingDecreseing

inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name

1 STATE IND amp INVT CORPN OFMAH LTD 16700 0523 142018- Closing Balance 3132019 16700 0523

2 KANTILAL CHUNILAL CHOKSHI 490 0015 142018- Closing Balance 3132019 490 0015

3 PRISM FINANCE LTD 620 0019 142018- Closing Balance 3132019 620 0019

4 ARTI A VIRANI 1010 0032 142018- Closing Balance 3132019 1010 0032

5 PERSIS A KHAMBATTA 650 002 142018- Closing Balance 3132019 650 002

6 K S IYER 570 0018 142018- Closing Balance 3132019 570 0018

7 KINETIC FINCAP LIMITED 490 0015 142018- Closing Balance 3132019 490 0015

8 UNION BANK OF INDIA 50000 1565 142018- Closing Balance 31032019 50000 1565

9 WINDIA INFRASTRUCTUREFINANCE LTD 3250 0102 142018- Closing Balance 3132019 3250 0102

10 RAHIL GANDHI 27950 0875 142018- Closing Balance 3132019 27950 0875

30


CIN L15200MH1997PLC107525


(v) Shareholding of Directors and Key Managerial Personnel

V INDEBTEDNESS

Indebtedness of the Company including interest outstandingaccrued but not due for payment

Indebtedness at the beginning of the financial year

i) Principal Amount 59563095 57812585 -- 117375680

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii) 59563095 57812585 -- 117375680

Change in Indebtedness during the financial year

bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633

Indebtedness at the end of the financial year



iii) Interest accrued but not

Total (i+ii+iii) 50252915 46025132 -- 96278047

Cumulative Shareholdingduring the year 31032019

Shareholding at the beginning ofthe year 01042018

SlNo

No ofshares

No ofshares

of totalshares of the

company


company

At the beginning of the year 2421807 7582 -- --

At the End of the year -- -- 2421807 7582

TotalIndebtedness

DepositsUnsecuredLoans

Secured Loansexcludingdeposits

31


CIN L15200MH1997PLC107525


VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director Whole-time Directors andor Manager

1 Gross salary

(a) Salary as per provisions contained in 5100000 1800000 900000 7800000section 17(1) of the Income-tax Act 1961

(b) Value of perquisites us 17(2)Income-tax Act 1961 mdash mdash mdash

(c) Profits in lieu of salary under section 17(3)Income-tax Act 1961 mdash mdash mdash

2 Stock Option mdash mdash mdash

3 Sweat Equity mdash mdash mdash

4 Commission

- as of profit mdash mdash mdash

- others specifyhellip mdash mdash mdash

5 Others please specify mdash mdash mdash

Total (A) 5100000 1800000 900000 7800000

Ceiling as per the Act As per Companies Act 2013 and Schedule Vceiling limit is 84 lacs approx

B Remuneration to other directors

1 Independent Directors

bull Fee for attending board committee meetings 22500 22500 22500 67500

bull Commission

bull Others please specify

Total (1) 22500 22500 22500 675002 Other Non-Executive Directors mdash mdash mdash mdash

bull Fee for attending board committee meetings mdash mdash mdash mdash

bull Commission mdash mdash mdash mdash

bull Others please specify mdash mdash mdash mdash

Total (2) mdash mdash mdash mdash

Total (B)=(1+2) 22500 22500 22500 67500Total Managerial Remuneration 22500 22500 22500 67500Overall Ceiling as per the Act

Note Apart from Sitting Fees Independent Directors are not receiving any other Remuneration or other Commissionor perquisites from the Company

Slno

Particulars of Remuneration Name of MDWTDManager TotalAmount

SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno

Particulars of Remuneration Name of Directors TotalAmount

VishnuBarhate

PrakashMankar

SubhashchandraPatil

Non Executive Directors are not being paidRemuneration except sitting fees which is within thelimits prescribed under the Actrdquo

32


CIN L15200MH1997PLC107525


C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD

Particulars of Remuneration Key Managerial Personnel

CEO Company CFO TotalSecretary

1 Gross salary

(a) Salary as per provisions contained in section 17(1)of the Income-tax Act 1961 NA 120000 1225760 1345760

(b) Value of perquisites us 17(2) Income-tax Act 1961 NA mdash mdash mdash

(c) Profits in lieu of salary under section 17(3)Income- tax Act 1961 NA mdash mdash mdash

2 Stock Option NA mdash mdash mdash

3 Sweat Equity NA mdash mdash mdash

4 Commission

- as of profit

- others specifyhellip NA mdash mdash mdash

Others please specify NA mdash mdash mdash

Total NA 120000 1225760 1345760

PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

During the year there have been no penalty punishment compounding of offences under the Companies Act 2013

For and on behalf of the Board

For Vadilal Dairy International Limited

Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525


MANAGEMENT DISCUSSION ANALYSIS1 PERFORMANCE OF THE COMPANY

The profit of the company is lesser as compared to last year profit The business of the Company is improving over a widesegment Also the Company plans to produce new products relating to ice-cream in order to maximize and improve itsperformance

2 STRATEGY

The strategy of the management is to introduce new varieties of ice cream amp frozen desserts more than the competitorsto provide quality of the products better than the competitors and to expand network of distributorsstockiest and dealersretailers larger than the competitors to achieve volume growth of at least 15 over the current year

3 BUSINESS OUTLOOK

The consumption of ice cream has always been increasing There is always good scope for business growth TheCompanys outlook is always promising The approach would be to continue with the growth momentum with balancing risk

4 THREATS1 Marketing will be the most problematic area where improvements are called for Continuous quality improvement will be

the need of the hour for which urgent measures are called for from all stakeholders2 Increasing competition from other manufactures and foreign Companies will be a major problem Now-a-days the

markets are flooded with new local and regional players with cheaper products There are few concerns like risinginfrastructure and input costs which the Company should take in mind

1 Since our goods is perishable quick transport and proper storage are paramount importance The refrigeration anddeep freezing are important for company

5 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACYThe Company maintains an adequate internal control system commensurate with size and complexity of its business Amongother things The Company has a compact organization Structure which helps it run business operation smoothly TheCompany has adequate internal control system commensurate with the size and nature of its operations The scope of theinternal audit is to ensure that the control system established by the management is correctly implementedAll assets and resources are used efficiently and are adequately protected All internal policies and statutory guidelines arecomplied with There is accuracy in timing of financial reports and management informationAudit Committee the details of which has been provided in the Corporate Governance Report has been entrusted withdetailed terms of reference to review and look into proper recording of transactions and preparation of financial statementOne of the important functions of the Audit Committee is to review the adequacy of internal control systems and compliancethereof

6 HUMAN RESOURCE DEVELOPMENT

At Vadilal Human capital is our most crucial resource contribution towards the success of the Organization Our aim is toensure that only individuals perfectly matching the required trade skill sets attributes and soft skills for each position arehired Our constant focus is to orient and induct the hire resource with a structured induction programme Apart from this wehave introduced several notable initiatives to retain and nurture our human capital

7 CAUTIONARY STATEMENTStatements made in the Management Discussion and analysis describing business outlook projections opportunities andthreats etc may be forward looking statement within the meaning of the applicable securities laws and regulations Actualresults could differ from those expressed or implied Readers are hence advised not to place undue reliance on thesestatements and are advised to conduct their own investigation and analysis of the information contained or referred to in thissection before taking any action with regard to their own specific objections Further the discussion herein reflects theperception on major issues as on date and opinions expressed herein are subject to change without notice The Companyundertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in thisreport consequent to any new information future event or otherwise


Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F

CEO CFO CERTIFICATION

We to the best of our knowledge and belief certify that-

a We have reviewed financial statements and the cash flow statements for the year ended March 31 2019 andthat to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading

ii These statements together present a true and fair view of the Companys affairs and are in compliancewith existing accounting standards applicable laws and regulations

b There are to the best of our knowledge and belief no transactions entered into by the Company during the yearwhich are fraudulent illegal or violative of the Companys code of conduct

c We accept responsibility for establishing and maintaining internal controls for financial reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reportingand we have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of suchinternal controls if any of which we are aware and the steps we have taken or propose to take to rectify thesedeficiencies

d We have disclosed based on our evaluation wherever applicable to the Auditors and the Audit Committee that

i There were no material deficiencies in internal controls over financial reporting during the year

ii All the significant changes in accounting policies during the year if any have been disclosed in the notesto the financial statements and

iii There were no instances of significant fraud of which we are aware and the involvement therein of themanagement or an employee having a significant role in the Companys internal control system overfinancial reporting

For and on behalf of the BoardFor VADILAL DAIRY INTERNATIONAL LIMITED

Sd-

Place Mumbai Sonali ParabDate 19th August 2019 Chief Financial Officer

35


CIN L15200MH1997PLC107525


Date August 19 2019

To

The Board of DirectorsVadilal Dairy International LimitedPlot No M-13 MIDC Industrial AreaTarapur Boisar- 401506

Subject Declaration by Practicing Company Secretary pursuant to Regulation 34 read with Schedule V ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 regarding non-disqualification of theDirectors

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and on the basis of the declaration received from the Directors of Vadilal Dairy InternationalLimited (the Company) I Mr Suhas Sadanand Ganpule Company Secretary In Practice hereby declare that theunder stated Directors of the Company are not debarred or disqualified from being appointed or to continue asDirectors of the Company by the SEBIMinistry of Corporate Affairs or any another Statutory Authority for the yearended March 31 2019

Name Of The Director DIN

Subhashchandra Patil 01872909Belaben Gandhi 01923718Shailesh Gandhi 01963172Vishnu Barhate 02648391Sandeep Patil 02977658Rahil Gandhi 03126913Prakash Mankar 06538895

For S G amp AsscociatesPracticing Company Secretary

Sd-Suhas S Ganpule

ProprietorACS 12122 CP No 5722

CODE OF CONDUCT DECLARATIONDECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT

I hereby confirm that-

The Company has obtained from all members of the Board and Senior Management Personnel affirmation(s)that they have complied with the Code of Conduct for Board Members and Senior Management Personnel inrespect of the Financial Year 31st March 2019


Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525


ANNEXURE- H TO DIRECTORS REPORT

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year - 2018-2019

1 A brief outline of the companys CSR policy including overview of As mentioned in Directors Report

projects or programs proposed to be undertaken and a reference

to the web-link to the CSR policy and projects or programs

2 Composition of CSR Committee 1 Shailesh Gandhi (Chairman)

2 Bela Gandhi (Member)

3 Prakash Mankar (Member)

3 Average net profit of the Company for 44263570

last three financial years

4 Prescribed CSR expenditure (two percent of the 885271-

amount mentioned in item 2 above)

5 Details of CSR spent during the financial year 885271-

The company has spent Rs 885271- towards the CSR in the trusts called Late Smt Narmadaben Sukhal Chari-

table Trust Jamnagar Gujarat and Gagangiri Karjat Maharashtra for upliftment of children and their education for

the Financial Year 2018-2019

RESPONSIBILITY STATEMENT

The Responsibility statement for the CSR activities is been mentioned in its Policy and the same is available on the

website of the Company on wwwvadilaldairycom


Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525


INDEPENDENT AUDITORS REPORT

Report on the Ind AS financial statements

Opinion

We have audited the accompanying Ind AS financial statements of VADILAL DAIRY INTERNATIONAL LIMITED(the Company) which comprise the Balance Sheet as at March 31 2019 the Statement of Profit and Loss(Including Other Comprehensive Income) the Statement of Changes in Equity and the Cash Flow Statement for theyear then ended and a summary of the significant accounting policies and other explanatory information(the Ind ASfinancial statements)

In our opinion and to the best of our information and according to the explanations given to us the aforesaid IND ASfinancial statements give the information required by the Companies Act2013 (the Act) in the manner so requiredand give a true and fair view in conformity with the accounting principles generally accepted in India including the IndAS of the State of Affairs of the Company as at 31st March 2019 and its Profit Total Comprehensive Incomechanges in equity and cash flows for the year ended on that date

Basis for Opinion

We conducted our audit of the IND AS financial statements in accordance with the Standards on Auditing specifiedunder section 143(10) of the Act (SAs) Our responsibilities under those Standards are further described in theAuditors Responsibilities for the Audit of the IND AS Financial Statements section of our report We are independentof the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India(ICAI) together with the independence requirements that are relevant to our audit of the IND AS financial statementsunder the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibili-ties in accordance with these requirements and the ICAIs Code of Ethics We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of thefinancial statements of the current period These matters were addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon and we do not provide a separate opinion on thesematters We have determined the matters described below to be the key audit matters to be communicated in ourreport

38


CIN L15200MH1997PLC107525


SR NO KEY AUDIT MATTER KEY AUDIT MATTER

IND AS 115- REVENUE FROM CONTRACTS WITHCUSTOMERSThe application of the new revenue accounting standardinvolves certain key judgements rebating to identificationof distinct performance obligations determination oftransaction price of the identified performance obligationsthe appropriateness of the basis used to measure revenuerecognised over a period Additionally new revenueaccounting standard contains disdosures which involvescollation of information in respect of disaggregated revenueand periods over which the remaining performanceobligations will be satisfied subsequent to the balancesheet date

We assessed the Companyrsquos process to identify the impact of adoption of thenew revenue accounting standardOur audit approach consisted testing of the design and operating effectivenessof the internal controls and substantive testing as follows1 Evaluated the design of internal controls relating to implementation of thenew revenue accounting standard2 Tested the operating effectiveness of the internal control relating toidentification of the distinct performance obligations and determination oftransaction price3 Tested the relevant information technology systemrsquos access and changemanagement controls relating to contracts and related information used inrecording and disdosing revenue in accordance with the new revenue accountingstandard4 On selected samples of contracts we tested that the revenue recognized isin accordance with the accounting standard by-a) Evaluating the identification of performance obligationb) Testing managementsrsquo calculation of the estimation of contract cost anddangerous obligation if any

Selected a sample of continuing and new contracts and performed the followingprocedures Read analysed and identified the distinct performance obligations in thesecontracts Compared these performance obligations with that identified and recorded bythe company Considered the terms of the contracts to determing the transaction price usedto compute revenue and to test the basis of estimation of the variableconsideration In respect of samples relating to fixed price contracts progress towardssatisfaction of performance obligation used to compute recorded revenue wasverified with actual and estimated efforts from the time recording and budgetingsystems We also tested the access and change management controlls relatingto these systems Performed analytical procedures for reasonableness of revenues disdorsedby type and offerings

Taxes including provision for current tax valuation ofuncertain tax positions and recognition of deferred taxes

The company has recorded Rs 12005 lakhs of taxexpenses for the year ended 31st March 2019

The company is subject to periodic tax challenges by taxauthorities leading to protracted litigatios As suchaccounting for tax involves management judgement indeveloping estimates of tax exposures and contingenciesin order to assess the adequacy of tax provisio Refernote (1) (E)

2

2

We have performed the following key audit procedures Assesses the designimplementation and operating effectiveness of key controls in respect of thecompanyrsquos process of recognition of tax expenses including uncertain taxpositions and deferred taxes Assessed and challenged the completeness of uncertain tax positions inconjunction with our internal tax specialists by considering changes to businessand tax legislation through discussions with management and review ofcorrespondance with authorities where relevant Assessed and challenged the calculation for the current tax provision and theprocedures performed to analyse movements including the rationale for anyrelease increase or continued provision in the year andAssessed and challenged managements judgements with respect to outflowarising out of litigation after considering the status of assessments audits andenquiries recent judicial pronoun a judgements in similar matters developmentsin the tax environement of past litigations

39


CIN L15200MH1997PLC107525


Information other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information The other informationcomprises the information included in the Management Discussion and Analysis Boards Report includingAnnexures to Boards Report Business Responsibility Report Corporate Governance and Shareholders Informa-tion but does not include the IND AS financial statements and our auditors report thereon

Our opinion on the IND AS financial statements does not cover the other information and we do not express any formof assurance conclusion thereon

In connection with our audit of the financial statements our responsibility is to read the other information and indoing so consider whether the other information is materially inconsistent with the IND AS financial statements orour knowledge obtained during the course of our audit or otherwise appears to be materially misstated

If based on the work we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact We have nothing to report in this regard

Managements Responsibility for the Ind AS financial statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act2013 (the Act) with respect to the preparation and presentation of these Ind AS financial statements that give a trueand fair view of the financial position financial performance including Other Comprehensive Income changes inequity and cash flows of the Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Group and for preventing and detecting frauds and other irregularities selection and application ofthe appropriate accounting policies making judgments and estimates that are reasonable and prudent and de-sign implementation and maintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from material misstatement whether dueto fraud or error which have been used for the purpose of preparation of the Ind AS financial statements by the Boardof Directors of the company

In preparing the Ind As Financial Statements management is responsible for assessing the Companys ability to actas a going concerndisclosing as applicable matters related to going concern and using the going concern basisof accounting unless management either intends to liquidate the Company or to cease the operations or has norealistic alternative but to do so

The Board of Directors are responsible for overseeing the Companys financial reporting process

Auditors Responsibility for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the IND AS financial statements as a whole arefree from material misstatement whether due to fraud or error and to issue an auditors report that includes ouropinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these IND AS financial statements

As part of an audit in accordance with SAs we exercise professional judgment and maintain professional skepti-cism throughout the audit We also

1 Identify and assess the risks of material misstatement of the IND AS financial statements whether due tofraud or error design and perform audit procedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstate-ment resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control

2 Obtain an understanding of internal financial controls relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances Under section 143(3)(i) of the Act we are also responsible forexpressing our opinion on whether the Company has adequate internal financial controls system in place andthe operating effectiveness of such controls

40


CIN L15200MH1997PLC107525


3 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management

4 Conclude on the appropriateness of managements use of the going concern basis of accounting and basedon the audit evidence obtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Companys ability to continue as a going concern If we conclude that a materialuncertainty exists we are required to draw attention in our auditors report to the related disclosures in the INDAS financial statements or if such disclosures are inadequate to modify our opinion Our conclusions arebased on the audit evidence obtained up to the date of our auditors report However future events or conditionsmay cause the Company to cease to continue as a going concern

5 Evaluate the overall presentation structure and content of the IND AS financial statements including thedisclosures and whether the IND AS financial statements represent the underlying transactions and events ina manner that achieves fair presentation

Materiality is the magnitude of misstatements in the IND AS financial statements that individually or inaggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the finan-cial statements may be influenced We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work and (ii) to evaluate the effect of anyidentified misstatements in the financial statements

We communicate with those charged with governance regarding among other matters the planned scopeand timing of the audit and significant audit findings including any significant deficiencies in internal controlthat we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence and to communicate with them all relationships and other mattersthat may reasonably be thought to bear on our independence and where applicable related safeguards

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors interms of their reports referred to in the Other Matter below is sufficient and appropriate to provide a basis forour audit opinion on the Ind AS financial statements

Our opinion on the Ind AS financial statements above and our report on Other Legal and Regulatory Require-ments below is not modified in respect of the above matters with respect to our reliance on the work done andthe reports of other auditors

Report on Other Legal and Regulatory Requirements


1 As required by section 143(3) of the Act based on our audit and based on the consideration of reports ofother auditors on separate financial statements of the subsidiary companies referred in the other MatterParagraph above we report to the extent applicable that

a) We have sought and obtained all the information and explanations which to the best of our knowl-edge and belief were necessary for the purposes of our audit of the Ind AS financial statements

b) In our opinion proper books of account as required by law relating to preparation of the aforesaidInd AS financial statements have been kept so far as appears from our examination of those booksand the reports of other auditors

c) The Balance Sheet the Statement of Profit and Loss including Other Comprehensive IncomeStatement of Changes in Equity and the Cash Flow Statement dealt with by this report are inagreement with the books of account maintained for the purpose of preparation of the Ind ASfinancial statements

d) In our opinion the Ind AS financial statements comply with the Indian Accounting Standards speci-fied under Section 133 of the Act

41


CIN L15200MH1997PLC107525


e) On the basis of written representations received from the directors as on 31st March2019 taken onrecord by the Board of Directors and the reports of the statutory auditors of its subsidiary companiesincorporated in India none of the directors is disqualified as on 31st March2019 from beingappointed as a director in terms of Section 164(2) of the Act

f) With respect to the adequacy of the Internal Financial Controls over financial reporting of theCompany and the operating effectiveness of such controls refer to our Separate Report inAnnexure A which is based on the auditors reports of the company and its subsidiary compa-nies incorporated in India Our report expresses an unmodified opinion on the adequacy andoperating effectiveness of the Companys internal financial controls over financial reporting ofCompany and its subsidiary companies incorporated in India

g) With respect to the other matters to be included in the Auditors Report in accordance with therequirements of section 197(16) of the Act as amended

In our opinion and to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance with the provi-sions of section 197 of the Act

h) With respect to the other matters to be included in the Auditors Report in accordance with Rules 11 ofthe Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our informationand according to the explanations given to us

i The Ind AS financial statements disclose the impact of pending litigations on its financialposition of the Group- Refer Note No 37 to the Financial Statements

ii The Company do not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses

iii There has not been any delay in case of the company during the year under report to transfer anysums to the Investor Education and Protection Fund

For Vinod K Mehta amp CoChartered Accountants

(Firm Registration No 111508W)

Sd-Divyesh V Mehta

PartnerMembership No044293

Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525


ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT(Referred to in paragraph 1(f) under Report on other legal and

regulatory requirements of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct2013 (the Act)

We have audited the Internal Financial Controls over financial reporting of VADILAL DAIRY INTERNATIONAL LIMITED(the Company) incorporated in India as at 31st March 2019 in conjunction with our audit of the Ind AS financialstatements of the Company for the year ended as at on that date

Management Responsibility for the Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based onthe internal control over financial reporting criteria established by the Company and its subsidiary companiesincorporated in India considering the essential components of internal control stated in the Guidance Note on Auditof Internal Financial Controls over Financial Reporting (the Guidance Note) issued by the Institute of CharteredAccountants of India (ICAI) These responsibilities include the design implementation and maintenance of ad-equate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Companys policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Act

Auditors Responsibility

Our responsibility is to express an opinion on the Company and internal financial controls over financial reportingbased on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the Guidance Note) and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controlsboth applicable to an audit of Internal Financial Controls and both issued by the ICAI Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reason-able assurance about whether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols system over financial reporting and their operating effectiveness

Our audit of internal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk The proceduresselected depend on the auditors judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assur-ance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles A companys internal financial control over financialreporting includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactionsand dispositions of the assets of the company

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receipts and expendituresof the company are being made only in accordance with authorisations of management and directors of thecompany

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the companys assets that could have a material effect on the financial statements

43


CIN L15200MH1997PLC107525


Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting including the possibility ofcollusion or improper management override of controls material misstatements due to error or fraud may occur andnot be detected Also projections of any evaluation of the internal financial controls over financial reporting to futureperiods are subject to the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate

Opinion

In our opinion to the best of our knowledge and according to the explanations given to usthe Company in India hasin all material respects an adequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at 31st March 2019 based on the internalcontrol over financial reporting criteria established by the Companies considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India



Sd-Divyesh V Mehta


Place MumbaiDate 28th May 2019

44


CIN L15200MH1997PLC107525


ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in Paragraph 2 under Report on other legal and regulatory requirements of our report of evendate)

1 In respect of its Property Plant and Equipment

a The Company has maintained proper records showing full particulars including quantitative details andsituation of Property Plant and Equipment on the basis of available information

b As explained to us all the Property Plant and Equipment have been physically verified by the managementin a phased periodical manner which in our opinion is reasonable having regard to the size of theCompany and nature of its assets No material discrepancies were noticed on such physical verification

c According to the information and explanations given to us and the title deedslease deeds and otherrecords examined by us the title deeds lease deeds in respect of all the immovable properties of landwhich are freehold immovable properties of land that have been taken on lease and disclosed as fixedassets in the financial statement and buildings are held in the Companys name or in the Companyserstwhile name as at the balance sheet date

2 As explained to us physical verification of the inventories have been conducted at reasonable intervals by themanagement which in our opinion is reasonable having regard to the size of the Company and nature of itsinventories No material discrepancies were noticed on such physical verification

The Company has applied for the business of providing Non-Banking Financial Services and consequentlydoes not hold any inventory

3 The Company has not granted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of the Act Consequentlythe requirement of clause (iii) (a) to clause (iii) (c) of paragraph 3 of the Order is not applicable to the Company

4 The Company has not directly or indirectly advanced loan to the persons covered under section 185 of the Actor given guarantees or securities in connection with the loan taken by such persons The Company has notmade any investments or given any loan or any guarantee or security in connection with the loan to any personor body corporate covered under Section 186 of the Act during the year and has complied with the provisions ofSection 186 of the Act in respect of investments loans guarantee or security outstanding at the year end

5 According to the information and explanations given to us the Company has not accepted any deposits norhas any unclaimed deposit within the meaning of the provisions of Sections 73 to 76 or any other relevantprovision of the Act and the rules framed thereunder Therefore the provisions of Clause (v) of paragraph 3 ofthe Order are not applicable to the Company

6 Reporting under clause 3(vi) of the Order is not applicable as the Companys business activities are notcovered by the Companies (Cost Records and Audit) Rules 2014

7 In respect of Statutory dues

(a) According to the records of the company undisputed statutory dues including provident fund employ-ees state insurance income tax goods and sales tax service tax duty of customs duty of excise valueadded tax cess and any other statutory dues have been regularly deposited with appropriate authoritiesAccording to the information and explanations given to us undisputed amounts payable in respect of theaforesaid dues outstanding as at March 31 2019 for a period of more than six months from the date theybecame payable

45


CIN L15200MH1997PLC107525


(b) According to the information and explanations given to us the status of disputed dues payable in respectof income tax sales tax service tax duty of customs duty of excise value added tax as on 31st March2019is as follows

Nature of Statue Nature of Period to Amount Forum where disputeDues which the (In Lacs) is pending

amount relates

The Income Tax Act Income Tax AY 2014-2015 13343 Commissioner Of

1961 Income Tax (Appeals)

The Bombay Sales Sales Tax 1992-93 4005 Bombay High Court

Tax Act and The Central 1993-94 1202 Bombay High Court

Sales Tax Act 1995-96 3822 Supreme Court

The Maharashtra Value MVAT amp CST 2005-06 8815 Joint Commissioner of

Added Tax 2002 and Sales Tax (Appeals)

The Central Sales And Bombay High Court

Tax Act 2006-07 22949 Joint Commissioner of

Sales Tax (Appeals)

(Refer note below)

2007-08 19733 do (Refer note below)



Note- The company has won the appeals in the Tribunal The VAT authortities had challenged the decision of thetribunal in Bombay High Court but their petition was not admitted by the honorable court

8 In our opinion and according to the information and explanation given to usthe company has not defaulted inthe repayment of loans or borrowings to financial institutionsbanks and governmentThe company has notissued any debentures

9 The Company has not raised money by way of initial public offer (including debt instruments) or term loan andhence clause (ix) of paragraph 3 of the Order is not applicable to the Company

10 Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per information and explanations given to us no fraud by the Company is noticed orreported during the year nor have we been informed of any such instance by the Management

11 In our opinion and according to the information and explanations given to us managerial remuneration hasbeen paid or provided in accordance with the requisite approvals mandated by the provisions of the Section197 read with Schedule V to the Act

12 In our opinion and according to the information and explanations given to us the company is not a Nidhicompany Therefore the provisions of clause (xii) of paragraph 3 of the Order are not applicable to theCompany

13 In our opinion and according to the information and explanations given to us the company is in compliance withsection 188 and 177 of the Companies Act2013where applicablefor all transactions with the related partiesand the details of related party transactions have been disclosed in the Ind AS financial statements etc asrequired by the applicable accounting standards

46


CIN L15200MH1997PLC107525


14 In our opinion and according to the information and explanations given to us the Company has not made anypreferential allotment or private placement of shares or fully or partly convertible debentures during the yearand hence clause (xiv) of paragraph 3 of the Order is not applicable to the Company

15 In our opinion and according to the information and explanations given to us the Company has not entered intoany non-cash transaction with the Directors or Persons connected with them and covered under Section 192of the Act Hence clause (xv) of paragraph 3 of the Order is not applicable to the Company

16 To the best of our knowledge and as explained the Company is required to be registered under Section 45-IAof the Reserve Bank of India Act 1934 and the Company has applied to Registeration with RBI and the sameis pending



Sd-Divyesh V Mehta


Place MumbaiDate28th May 2019

47


CIN L15200MH1997PLC107525


Particulars Note 31-Mar-19 31-Mar-18

BALANCE SHEET AS AT 31ST MARCH 2019

A ASSETS1 Non-Current Assets

a) Property plant and equipment 2 142051366 127706107b) Capital work-in-progress 3 1473079 1195404c) Financial assets

(i) Investments 4 800000 800000(ii) Loans amp Advances 5 32489540 28776782

d) Other non-current assets 6 - -Total Non-Current Assets 176813985 1584782932 Current Assets

a) Inventories 7 68669527 67462248b) Financial assets

(i) Investments 8 35607979 37067540(ii) Trade receivables 9 32149241 31946182(iii) Cash and cash equivalents 10 323060 253811(iv) Bank balances other than cash and cash equivalents above 11 56568127 65927487(v) Loans amp Advances 12 11385269 21840043

c) Other current assets 13 3926645 4254123Total Current Assets 208629848 228751435TOTAL ASSETS 385443832 387229726

B EQUITY AND LIABILITIESEquitya) Equity share capital 14 31941500 31941500b) Other equity 15 128671991 122658006Total equity 160613491 154599506Liabilities1 Non-Current Liabilities

a) Financial Liabilities(i) Borrowings 16 59538466 72452512(ii) Other financial liabilities 17 28814127 28326244

b) Provisions 18 4758929 6916844c) Deferred Tax Liabilities Net 6360277 6672277d) Other non-current liabilities 19 4131281 9816756

Total Non-Current Liabilities 103603080 1241846322 Current Liabilities

a) Financial liabilities(i) Borrowings 20 36739581 44923168(ii) Trade payables 21 70678968 38388854

b) Other current liabilities 22 7268826 11657336c) Provisions 23 6539886 13476230

Total Current Liabilities 121227261 108445588Total Liabilities 224830341 232630220TOTAL EQUITY AND LIABILITIES 385443832 387229726

Significant Accounting Policies 1The accompanying notes form an integral part of the Financial Statements

As per our report of even dateFor VINOD K MEHTA amp Co For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration No 111508W

DIVYESH V MEHTA(Partner)MNo 044293FPlace MumbaiDate 28th May 2019

Sd-SHAILESH R GANDHI

MANAGING DIRECTOR(DIN01963172)

Sd-RAHIL S GANDHI

WHOLE TIME DIRECTOR(DIN03126913)

Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2019Particulars Note 2018-19 2017-18

NoREVENUERevenue from operations 24 462126456 435565217Other income 25 9309455 18859291TOTAL INCOME 471435911 454424510EXPENSES

Cost of materials consumed 26 212057330 196452756Changes in inventories of finished goodswork-in-progress and stock-in-trade 27 235903 (4198129)Excise duty on sale of goods - 3497966Employee benefit expenses 28 46250112 41848902Finance costs 29 8534662 9308819Depreciation and amortisation expense 2 20329717 17855457Other expenses 30 154894119 149426585TOTAL EXPENSES 442301842 414192356

Profit (loss) before Exceptional Items and Tax 29134069 40232154Exceptional items - -Profit (loss) before Tax for the year 29134069 40232154Tax expense

Current tax 13000000 12800000Deferred tax (995000) (834236)

Total Tax Expense 12005000 11965764Profit (loss) for the Year 17129069 28266390Other Comprehensive Incomea) Items that will not be reclassified to profit and loss

i) Remeasurements of the defined benefit plans 2481076 188596b) Income tax related to item no (a) above (645080) (51963)c) Items that will be reclassified to profit and lossd) Income tax related to item no (c) aboveOther Comprehensive Income net of tax 1835996 136633Total comprehensive income for the year 18965065 28403023Earnings per share - Face Value Rs 1000 per share 32(1) Basic (in Rs) 536 885(2) Diluted (in Rs)


As per our report of even date

For VINOD K MEHTA amp Co For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration No 111508W

DIVYESH V MEHTA(Partner)MNo 044293F




Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2019

Particulars 2019 2018Rs Rs Rs Rs

A Cash Flow from Operating ActivitiesNet Profit (Loss) for the year after extraordinaryitems and tax 18965065 28403023

Adjustments for

Appropriation for MAT credit entitlement - -Depreciation and amortisation 20329717 17855457

Finance costs 8534662 9308819

Interest income (2506261) (16170148)Dividend income (311673) (1109651)

Net (gain) loss on sale of investments 1154341 1130475

Net (gain) loss on sale of Fixed Assets 0 0Liabilities provisions no longer required written back (6115285) (1441486)

Provsion for Taxation 13000000 12800000

Deferred Tax (387839) (782273)33697661 21591194

Operating Profit (loss) before WorkingCapital Changes 52662726 49994217Adjustments for -

Trade and Other Receivables 6866436 (31785239)

Inventories (1207279) 1542746Trade and Other Payables 6762958 12422115 (30378933) (60621426)

Net Cash Flow from (used in) Operating Activities (A) 65084841 (10627209)

B Cash flow from Investing ActivitiesCapital expenditure on fixed assetsincluding capital advances (34952651) (15690591)

Proceeds from sale of fixed assets - -

Redemption of FD (Investment in FD) 5786443 (4055574)

Purchase of Investment (20738504) (27397145)

Proceeds from sale of Investments 21043724 20339129

Interest received 2506261 16170148

Dividend received 311673 1109651

Net Cash Flow from (used in) Investing Activities (B) (26043053) (9524382)

50


CIN L15200MH1997PLC107525




C Cash flow from financing activities

Proceeds from long-term borrowings (19838230) 86946037

Repayment of long-term borrowings (14172564) (61690308)

Finance cost (8534662) (9308819)

Net Cash Flow from (used in) Financing Activities (C) (42545456) 15946910

Net Increase (Decrease) in Cash andCash Equivalents (A+B+C) (3503668) (4204681)

Cash and cash equivalents at the beginning of the year 13707110 17911790

Cash and Cash Equivalents at the end of the year 10203442 13707110

Reconciliation of Cash and cash equivalentswith the Balance Sheet

Cash and cash equivalents as per Balance Sheet 13707110 17911790

Net Cash and cash equivalents (3503668) (4204680)


Cash And Cash Equivalent Comprises of

(a) Cash on hand 323060 253811

(b) Balances with banks

(i) In current accounts 9880382 10203442 13453299 13707110

Significant Accounting Policies 1

The accompanying notes form an integral partof the Financial Statements







Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525


Statement of Changes in Equity for the year ended March 31 2019A Equity Share Capital

Particulars Amount

As at April 1 2017 31941500

Changes in Equity share capital during the year -

As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity

Particulars Reserves and Surplus Other Total otherReserves Equity

Securities General Capital Capital Retained FVOCIPremium Reserve reserve redemption Earnings AdjustmentsReserve reserve

As at April 1 2017 - - 3750000 - 78848780 10957441 93556222

Profit for the year - - - - 28266390 - 28266390

Other Comprehensive

Income - - - - - 835394 835394

Total comprehensiveincome for the year - - - - 28266390 835394 29101784

As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)

Total comprehensiveincome for the year - - - - 17129069 (11115083) 6013986

As at March 31 2019 - - 3750000 - 124244239 677752 128671991


The accompanying notes form an integral part of the Financial Statements







Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525


Notes to the Financial StatementsCORPORATE INFORMATION

Vadilal Dairy International Limited (the Company) is a public limited company domiciled and headquartered inMumbai India and incorporated under the provision of Companies Act 1956 The Company is engaged in themanufacturing and selling of Ice Cream and Frozen Desserts The Company caters to the domestic markets

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

(A) Statement of Compliance

(i) In accordance with the notification issued by the Ministry of Corporate Affairs the Company hasadopted Indian Accounting Standards (referred to as IndAS) notified under the Companies (IndianAccounting Standards) Rules 2015 with effect from 1 April 2017 The standalone financial state-ments as at and for the year ended 31 March 2019 are approved and authorized for issue by theBoard of Directors on 28th May 2019

These financial statements have been prepared in accordance with IndAS as notified underthe Companies (Indian Accounting Standards) Rule 2015 read with Section 133 of the CompaniesAct 2013

(B) Basis of preparation

These financial statements have been prepared on the historical cost basis except for ldquo(i) certain finan-cial instruments which are measured at fair values at the end of each reporting period as explained inthe accounting policies below ldquo(ii) Defined benefit plans - plan assets measured at fair valueldquoHistoricalcost is generally based on the fair value of the consideration given in exchange for goods and servicesFair value is the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date

(C)

The preparation of these financial statements in conformity with the recognition and measurementprinciples of IndAS requires the management of the Company to make estimates and assumptions thataffect the reported amounts of income and expense for the periods presented

Estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accountingestimates are recognised in the period in which the estimates are revised and future periods are af-fected

Key sources of estimation of uncertainty at the date of the financial statements which may cause amaterial adjustment to the carrying amounts of assets and liabilities within the next financial year is inrespect of impairment of investments useful lives of property plant and equipment valuation of deferredtax assets provisions and contigent liabilities

Impairment of investments

The Company reviews its carrying value of investments carried at amortised cost annually or morefrequently when there is indication for impairment If the recoverable amount is less than its carryingamount the impairment loss is accounted for

Useful lives of property plant and equipment

The Company reviews the useful life of property plant and equipment at the end fo each reporting periodThis reassessment may result in change in depreciation expense in future periods

Valuation of deferred tax assets

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period Adeferred tax asset shall be recognised for all deductable temporary differences and unused losses tothe extent that it is probable that taxable profit will be available against which the deductable temporarydifference and unused losses can be utilised

53


CIN L15200MH1997PLC107525


Provisions and contingent liabilities

A provision is required when the Company has a present obligation as a result of past event and it isprobable that an outflow of resources will be required to settle the obligation in respect of which areliable estimate can be made Provisions (excluding retirement benefits and compensated absences)are not discounted to its present value and are determined based on best estimate required to settle theobligation at the Balance Sheet date These are reviewed at each Balance Sheet date and adjusted toreflect the current best estimatesldquoContingent liabilities are disclosed when there is a possible obliga-tion arising from past events the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or apresent obligation that arises from past events where it is either not probable that an outflow of resourceswill be required to settle the obligation or a reliable estimate of the amount cannot be made Contigentliabilities are not recognised in the financial statements A contigent asset is neither recognised nordisclosed in the financial statements

(D) Revenue recognition

Sale of goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have beenpassed to the buyer Sales are disclosed net of GST trade discountsturnover discounts and returns asapplicable Excise duties deducted from turnover (gross) are the amounts that are included in theamount of turnover (gross) and not the entire amount of liability that arose during the year

Interest amp Dividend

Dividend income is recorded when the right to receive payment is established Interest income isrecognised using the effective interest method

(E) Income Taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset orliabilitiy during the year Current and Deferred taxes are recognised in Statement of Profit amp Loss exceptwhen they relate to items that are recognised in other comprehensive income or directly in equity inwhich case the current and deferred tax are also recognised in other comprehensive income or directlyin equity respectively

Current income taxes

The current income tax expense includes income taxes payable by the Company

Advance taxes and provisions for current income taxes are presented in the Balance Sheet after off-setting advance tax paid and income tax provision arising in the same jurisdiction and where the relevanttax paying units intends to settle the asset and liability on a net basis

Deferred income taxes

Deferred income tax is recognised using the Balance Sheet approach Deferred income tax assets andliabilities are recognised for deductible and taxable temporary differences arising between the tax baseof assets and liabilities and their carrying amount except when the deferred income tax arises from theinitial recognition of an asset or liability in a transaction that is not a business combination and affectsneither accounting nor taxable profit or loss at the time of the transaction

Deferred income tax asset are recognised to the extent that it is probable that taxable profit will beavailable against which the dedutible temporary differences and the carry forward of unused tax creditsand unused tax losses can be utilised

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to theextent that it is no longer probable that sufficient taxable profit will be available to allow all or part of thedeferred income tax asset to be utilised

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to applyto taxable income in the years in which the temporary differences are expected to be received or settled

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxationauthority and the relevant entity intends to settle its current tax assets and liabilities on a net basis

54


CIN L15200MH1997PLC107525


(F) Financial instruments

Financial assets and liabilities are recognised when the Company becomes a party to the contractualprovisions of the instrument Financial assets and liabilities are initially measured at fair value Transac-tion costs that are directly attributable to the acquisition or issue of financial assets and financial liabili-ties (other than financial assets and financial liabilities at fair value through profit or loss) are added to ordeducted from the fair value measured on initial recognition of financial asset or financial liability

Cash and cash equivalents

The Company considers all highly liquid financial instruments which are readily convertible into knownamounts of cash that are subject to an insignificant risk of change in value and having original maturitiesof three months or less from the date of purchase to be cash equivalents Cash and cash equivalentsconsist of balances with banks which are unrestricted for withdrawal and usage

Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held withina business whose objective is to hold these assets to collect contractual cash flows and the contractualterms of the financial asets give rise on specified dates to cash flows that are solely payments ofprincipal and interest on the principal amount outstanding

Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financialassets are held within a business whose objective is achieved by both collecting contractual cash flowson specified dates that are solely payments of principal and interest on the principal amount outstandingand selling financial assets

Financial liabilities

Financial liabilities are measured at amortised cost using the effective interest method

Equity instruments

An equity instrument is a contract that evidences residual interest in the assets of the Company afterdeducting all of its liabilities Equity instruments recognised by the Company are recognised at theproceeds received net off direct issue cost

(G) Property plant and equipment

Depreciation is provided for property plant and equipment so as to amortise the cost over their estimateduseful lives based on a technical evaluation The estimated useful lives and residual value are reviewedat the end of each reporting period

SN Type of asset Method Useful life

1 Factory Buildings Straight line 30 years

2 Other Buildings Straight line 60 years

3 Furniture And Fixtures Straight line 10 years

4 Computer equipment Straight line 03 years

5 Vehicles Straight line 08 years

6 Office equipments Straight line 05 years

7 Electrical installations Straight line 10 years

8 Plant amp Machinery - other than continous process plant Straight line 15 years

9 Plant amp Machinery - continous process plant Straight line 08 years

55


CIN L15200MH1997PLC107525


(H) Impairment

Financial assets (other than at fair value)

The Company assesses at each date of Balance Sheet whether a financial asset or a group of financialassets is impaired IndAS 109 requires expected credit losses to be measured through a loss allow-ance The Company recognises lifetime expected losses for all contract assets andor all trade receiv-ables that do not constitute a financing transaction For all other financial assets expected credit lossesare measured at an amount equal to the 12 month expected credit losses or at an amount equal to thelife time expected credit losses if the credit risk on the financial asset has increased significantly sinceinitial recognition


Tangible and intangible assets

Property plant and equipment and intangible assets with finite life are evaluated for recoverability when-ever there is any indication that their carrying amounts may not be recoverable If any such indicationexists the recoverable amount (ie higher of the fair value less cost to sell and the value-in-use) isdetermined on an individual asset basis unless the asset does not generate cash flows that are largelyindependent of those from other assets In such cases the recoverable amount is determined for thecash generating unit (CGU) to which the asset belongs

If the recoverable amount of an asset (of CGU) is estimated to be less than its carrying amount thecarrying ammount of the asset (of CGU) is reduced to its recoverable amount An impairment loss isrecognised in the statement of profit and loss

(I) Employee benefits

Defined benefit plans

For defined benefit plans the cost of providing benefits is determined using the Projected Unit CreditMethod with actuarial valuations being carried out at each Balance Sheet date Actuarial gains andlosses are recognised in full in the Statement of Profit amp Loss for the period in which they occur Pastservice cost both vested and unvested is recognised as an expense at the earlier of (a) when the planamendment or curtailment occurs and (b) when the entity recognises related restructuing costs ortermination benefits

The retirement benefit obligations recognised in the Balance Sheet represents the present value of thedefined obligations reduced by the fair value of scheme assets Any asset resulting from this calculationis limited to the present value of available refunds and reductions in future contributions to the scheme

Defined contribution plans

Contributions to defined contribution plans are recognised as expense when employees have renderedservices entitling them to such benefits

Compensated absences

Compensated absences which are not expected to occur within twelve months after the end of the periodin which the employee renders the related services are recognised as an actuarially determined liabilityat the present value of the defined benefit obligation at the Balance Sheet date

(J) Inventories

Company has Raw Material Packing Material Work in Progress and Finished Goods as inventory RawMaterial packing material and Work in Progress are carried at cost Finished Goods are carried at thelower of cost and net realisable value Cost is determined on a FIFO basis

(K) Borrowing costs

Borrowing costs that are directly attributable to the acquisition construction or production of a qualifyingasset are capitalized as part of cost of such asset till such time as the asset is ready for its intended useor sale All other borrowing costs are recognized as an expense in the period in which they are incurred

Company has borrowings from banks amp financial institutions secured by its own fixed deposits ampsharesIt has also loan from directorsIt has no debts from any other external sources

56


CIN L15200MH1997PLC107525


(L) Earnings per share

Basic earnings per share are computed by dividing profit or loss attributable to equity shareholders of theCompany by the weighted average number of equity shares outstanding during the year The Companydid not have any potentially dilutive securities in any of the years presentedldquoDiluted earnings per shareare computed by dividing net profit net profit attributable to the equity holders of the Company by theweighted average number of equity sharesconsidered for deriving basic earnings per share and also theweighted average number of equity shares that could have been issued upon conversion of all dilutivepotential equity shares unless the results would be anti - dilutive The dilutive potential equity shares areadjusted for the proceeds receivable had the equity shares been actually issued at fair value (ie theaverage market value of the outstanding equity shares) Dilutive potential equity shares are deemedconverted as of the beginning of the period unless issued at a later date Dilutive potential equity sharesare determined independently for each period presentedldquoldquoContributed equityldquoldquoEquity shares are classi-fied as equity Incremental costs directly attributable to the issue of new shares or options are shown inequity as a deduction net of tax from the proceeds

(M) Exceptional Items

Certain occasions the size type or incidence of an item of income or expense pertaining to the ordinaryactivities of the company is such that its disclosure improves the understanding of the performance of thecompany such income or expense is classified as an exceptional item and accordingly disclosed in thenotes accompanying to the financial statements

57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525


NOTE 3- CAPITAL WORK IN PROCESS

Particluars Amount (Rs)

As at April 1 2017 1056726

Additions 138678

Disposals transfers and adjustments -

As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079

NOTE 4 NON-CURRENT INVESTMENTS

Particluars As at As atMarch 31 2019 March 31 2018

a) Investment in equity instruments of Other Company (Unquoted) 800000 800000

Sub-total (a) 800000 800000

Total non-current investments 800000 800000

NOTE 5 NON-CURRENT LOANS amp ADVANCES


a) Deposits amp Advances 32489540 28776782

Total loans 32489540 28776782

NOTE 6 OTHER NON CURRENT ASSETS


a) Other non current assets - -

Total other assets - -

NOTE 7 INVENTORIES

Particluars As at As atMarch 31 March 31

2019 2018

a) Raw Material amp Packing Material 51941301 50498119

b) Work-in-progress - -

c) Finished goods (Manufactured components) 14128226 14364129

d) Stores Spares 2600000 2600000

Total inventories 68669527 67462248

59


CIN L15200MH1997PLC107525


NOTE 8 CURRENT INVESTMENTS


2019 2018

Investments in equity instruments

Shares 35607979 37067540

35607979 37067540


2019 2018

Aggregate amount of quoted investments

Cost 29238829 26338033

Market Value 35607979 37067540

NOTE 9 TRADE RECEIVABLES - CURRENT


2019 2018

(a) Trade receivables outstanding for a periodnot exceeding six months from the date theywere due for payment

Unsecured considered good 21929000 17406798

(b)Trade Receivables outstanding for a periodexceeding six months from the date theywere due for payment


32149241 31946182

NOTE 10 CASH AND CASH EQUIVALENTS


2019 2018

Cash on hand 323060 253811

323060 253811

NOTE 11 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS ABOVE


2019 2018

Balances with banks

a) In current accounts 9880382 13453299

b) Short-term bank deposit with original maturitybetween 3 to 12 months 46687745 52474188

56568127 65927487

60


CIN L15200MH1997PLC107525


NOTE 12 CURRENT LOANS amp ADVANCES


2019 2018

a) Loans and advances to employees 1266400 1173073

b) Other Advances 10118869 20666970

Total loans 11385269 21840043

NOTE 13 OTHER CURRENT ASSETS


2019 2018

a) Balances with the Government Authorities 2900243 1977498

b) Advances for expenses 797175 349435

c) Other current assets 229227 1927190

Total other assets 3926645 4254123

NOTE 14 EQUITY SHARE CAPITAL


2019 2018

Authorised

Equity shares of Rs 10 each 100000000 100000000

135 Non Cumulative Redeemable Preferenceshares of Rs100 each 50000000 50000000

150000000 150000000

Issued Subscribed and Fully Paid-up


31941500 31941500

Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reportingperiod

Particulars As at March 31 2019 As at March 31 2018

No in Lacs Rs In Lacs No in Lacs Rs In Lacs

At the beginning ofthe Period 3194150 31941500 3194150 31941500Add Issued during the year - -Outstanding at the end ofthe period 3194150 31941500 3194150 31941500

TermsRights attached to equity shares

The company has only one class of equity shares having a par value of Rs 10 per Share Each holder of equityshares is entitled to one vote per share

61


CIN L15200MH1997PLC107525


c) Details of Shareholders holding more than 5 of Equity shares



Equity shares with voting rights - - - -Shailesh RGandhi 5947 1899561 5947 1899561Bela SGandhi 1678 535969 1678 535969Bela Investment ampFinance Co Ltd 1440 459830 1440 459830Total 9065 2895360 9065 2895360

NOTE 15 OTHER EQUITY


2019 2018

a) Capital reserve 3750000 3750000

b) Retained Earnings - -

Balance at the beginning of the year 107115171 78848780

Add Profit for the year 17129069 28266390

Add Provision for MAT credit entitlement

Balance as at the end of the year 124244240 107115171

f) Other reserves

i) Fair Value through Profit and loss account

Balance as at the beginning of the year 11792835 10957441

Add Adjustments through Profit andloss account (11115084) 835394


ii) Fair Value through OtherComprehensive Income

Balance as at the beginning of the year - -

Add Adjustments through OtherComprehensive Income - -

Balance as at the end of the year - -

Total 128671991 122658006

62


CIN L15200MH1997PLC107525


NOTE 16 LONG TERM BORROWINGS


2019 2018

Secured

Loans from bank amp financial institution against 13513334 14639927

security of vehicle amp companys owned shares

respectively

Unsecured

Loans from directors 46025132 57812585

59538466 72452512

NOTE 17 OTHER FINANCIAL LIABILITIES


2019 2018

Deposits from customers 28814127 28326244

28814127 28326244

NOTE 18 NON CURRENT PROVISIONS


2019 2018

a) Provision for employee benefits

Provision for earned leave wages 775194 1437432

Provision for Gratuity 3383735 4650209

Provision for Bonus 600000 829203

4758929 6916844

NOTE 19 OTHER NON CURRENT LIABILITIES


2019 2018

a) Debtors credit under protest 4131281 4131281

b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525


NOTE 20 SHORT TERM BORROWINGS


2019 2018

Loan against Security of CompanyrsquosOwned Fixed Deposits (Secured) - -

From Bank 36739581 44923168

36739581 44923168

NOTE 21 CURRENT - TRADE PAYABLES


2019 2018

Trade Payables 70678968 38388854

70678968 38388854

NOTE 22 OTHER CURRENT LIABILITIES


2019 2018

a) Statutory dues 3870813 8517917

b) Others 3398013 3139419

7268826 11657336

NOTE 23 CURRENT PROVISIONS


2019 2018

Provision for expenses 6539886 7928969

Provision for taxation Nil 5547261

6539886 13476230

64


CIN L15200MH1997PLC107525


NOTE 24 REVENUE FROM OPERATIONS

Particluars 2018-19 2017-18

Sale of Products

Finished Goods 461437050 434643013

Other operating revenues

Scrap Sales 689406 922204

462126456 435565217

Notes


(i) Sale of products comprises of

Ice cream Sales 461437050 434643013

Total - Sale of products 461437050 434643013

(ii) Other operating revenues compromise of

Sale of scrap 689406 922204

Total - Other operating revenues 689406 922204

462126456 435565217

NOTE 25 OTHER INCOME


Dividend from equity investment measured at FVTPL 311673 1109651

Interest income from financial assets measured at amortised cost (1654022) 12168851

Interest from bank deposits and other deposits etc 4160283 4001297

Gain on disposal of investment 11911 -

Sundry Balance Written Back 6115285 1441486

Miscellaneous Income 364325 138008

9309455 18859292

65


CIN L15200MH1997PLC107525


NOTE 26 COST OF MATERIALS CONSUMED


(a) Material consumed comprises(i) Packing Material

Opening stock 15102833 14698715Add Purchases 46602985 41560007

61705818 56258722

Less Closing Stock (15930730) (15102833)Sub-Total 45775088 41155889

ii) Raw MaterialOpening stock 35395286 42240279Add Purchases 166897527 148451874

202292813 190692153

Less Closing Stock (36010571) (35395286) 166282242 155296867 212057330 196452756

Note (i)- Purchases of raw material amp packing materials


(a) Packing material 46602985 41560007

(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317

Essence amp Colour 259912

Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347

Other expenses 8580753 709048

166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525


NOTE 27 CHANGES IN INVENTORIES OF FINISHED GOODS WORK-IN-PROGRESS AND STOCK-IN-TRADE


Stocks at commencement

Finished goods 14364129 10166000

Less Stocks at closing


(Increase) | Decrease in stock of Finished Goods 235903 (4198129)

NOTE 28 EMPLOYEE BENEFIT EXPENSES


Salaries wages bonus and allowances 42977927 39064436

Contribution to Provident and other funds 2636892 2213729

Staff welfare 635293 570737

46250112 41848902

NOTE 29 FINANCE COSTS


Interest on borrowings(i) Bank Loan 2836376 1957650(ii) Cold room deposit 257499 569405(iii) Other Borrowing Costs 5440787 6781764

8534662 9308819

67


CIN L15200MH1997PLC107525


Notes

(i) Prior period items


Details of prior period items

Expenses 1218987 2541608

1218987 2541608

NOTE 30 OTHER EXPENSES


Consumption of stores and Consumables 4172257 3467699

Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269

Rates amp Taxes 227593 2526161

Telephone Expenses 431308 968440

Insurance 727845 715550

Prinitng and Stationery 248865 498213

Travelling and conveyance 7077942 5842718

Commission 7607817 12432299

Cold Storage 8224102 8145350

Repairs and maintenance 2324626 1037459

Business Promotion 9634213 6600309

Advertisment 13538212 12697635

Selling and Distribution 14321949 13200262

Prior period items (net) (Refer Note (ii) below) 1218987 2541608

Donations 2684300 1194551

Freight And Handling Charges 36399195 27967890

Loss on disposal of investment 1154341 1130475

Legal and Professional Fees 3826246 4394865

Audit fees incl tax audit 450000 300000

Miscellaneous expenses 10718727 10462544

154894119 149426585

68


CIN L15200MH1997PLC107525


NOTE 31 - Note on Contingent Liabilities

Note Particulars 2019 2018(Rs In lakh) (Rs In lakh)

Contingent liabilities and commitments (to the extent not provided for)

(a) Claims against the Company not acknowledged as debt(Excluding interest claimed by the parties ) 2682 2682

(b) Income tax demand for AY2003-04 erroneously shown inIntimation us 245 but as per AO demand is NIL - -

(c) Difference in Rate of VAT contested under MVAT Act beforeJoint Commissioner of Sales Tax and Bombay High Court forthe year April 2005 to March 2006Principal 2988 2988Interest on above 5827 5378

(d) Difference in Rate of VAT contested under MVAT Act beforeJoint Commissioner of Sales Tax and Supreme Court (by Vat Authorities)for the period April 2006 to March 2008 (See Note below)Principal 15201 15201Interest on above 27482 20285

(e) Input Tax Credit disallowed in assessment is contested under MVAT Actbefore Joint Commissioner of Sales Tax for the period April 2009to March 2011Principal 3097 3097Interest on above 3869 3405

(f) Difference in Rate of VAT contested under Bombay Sales-tax Act beforeSupreme Court for the year 1995-96 3822 2588

(g) Issue of adding turnoveradditional tax in computing Notional SalesTax Liability under Bombay Sales-tax Act contested beforeBombay High Court for the period 1992-93 amp 1993-94 5207 5207

(h) Arbitration proceedings defended against one unsecuredcreditor of company (excluding interest claimed by party) 2000 2000

(i) Appeal filed with Commisioner of Income tax (Appeals) under Income-taxAct1961 during the year against Assessment order for AY 2015-16Principal 9856 9856Interest on above 3487 3487

j) Civil suit is defended against one unsecured creditor of company atBombay City Civil Court (excluding interest claimed by party) 063 063

Note The company had won the case of vat in VAT Tribunal for the period April-2006 to March-2008The VATauthorities had challenged the same judgement of tribunal in Bombay High CourtThe appeal of the VAT authoritieswas rejected and not admitted by the Bombay High court which is in favour of the companyFurther SLP of the VAT authorities on the same issue has been still pending at Supreme Court in case of othercompanies

69


CIN L15200MH1997PLC107525


Note 32 - Particulars of Earnings Per share

Particluars 31032019 31032018

a) Net Profit for the year 17129069 28266390b) Number of equity shares outstanding at the beginning and

at the end of the year 3194150 3194150c) Nominal Value of the shares (Rs) 1000 1000d) Basic and diluted Earning per share (Rs) (ab) 536 885

NOTE 33 - CURRENT AND DEFERRED TAX

The major components of income tax expense for the years ended March 31 2018 and March 31 2017are

a) Income Tax Expense

Particulars 2018-19 2017-18

i) Current tax

Current tax on profits for the year 13000000 12800000

Total current tax expense 13000000 12800000

ii) Deferred tax

(Decrease) | Increase in deferred tax liabilities (995000) (834236)

Decrease | (Increase) in deferred tax assets - -

Trfd to OCI on actuarial gain or loss 645080 51963

Total deferred tax expense|(benefit) (349920) (782273)

Income tax expense 12650080 12017727

b) The reconciliation between the Statutory income tax rate applicable to the Company and the effectiveincome tax rate of the Company is as follows


a) Statutory income tax rate 2782 2755

b) Differences due to

i) Expenses not deductible for tax purposes 2147 4187

ii) Income exempt from income tax 101 377

iii) Others -568 -4138

Effective income tax rate 4462 3182

c) No aggregate amounts of current and deferred tax have arisen in the reporting periods which have beenrecognised in equity and not in Statement of Profit and Loss or other comprehensive income

d) Unrecognsied temporary differences

The Company has not recognised deferred tax liability associated with fair value gains on equity share mea-sured through profit and loss account as based on Management projection of future taxable income andexisting plan it is not probable that such difference will reverse in the foreseeable future

70


CIN L15200MH1997PLC107525


NOTE 34 - EMPLOYEE BENEFIT OBLIGATIONS

Funded Scheme

a) Defined Benefit Plans

Gratuity

Every Employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year ofservice in line with the Payment of Gratuity Act 1972 or Company scheme whichever is beneficial The sameis payable at the time of separation from the Company or retirement whichever is earlier The benefits vestafter five years of continuous service

Balance sheet amount (Gratuity)

Particulars Amount

April 1 2018 4650209

Current service cost 380758

Interest expense|(income) 328661Total amount recognised in profit and loss 709419

Remeasurements

Return on plan assets excluding amount included in interest expense|(income) -

(Gain ) | Loss from change in financial assumptions (1854739)

Experience (gains)|lossesTotal amount recognised in other comprehensive income (1854739)

Employer contributions

Benefit payments (121154)Balances at the end of the year 3383735

71


CIN L15200MH1997PLC107525


The net liability disclosed above relates to funded and unfunded plans are as follows


Present value of unfunded obligations 3383735 4650209Fair value of plan assets

Deficit of Gratuity plan 3383735 4650209

Significant estimates Actuarial assumptions and sensitivity

The significant actuarial assumptions were as follows


(Rs) (Rs)

Discount rate 740 760

Attrition rate 10 at younger 10 at youngerages reducing ages reducing

to 2 at to 2 at older ages older ages

Rate of return on plan assets NA NA

Salary escalation rate 650 650

Sensitivity analysis

The above sensitivity analyses are based on same assumptions while holding all other assumptions constant Inpractice this is unlikely to occur and changes in some of the assumptions may be correlated When calculating thesensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value ofthe defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) hasbeen applied as when calculating the defined benefit liability recognised in the balance sheet

The methods and types of assumptions used in preparing the sensitivity analysis did not change as compared tothe prior year

Risk exposure

Through its defined benefit plans the Company is exposed to a number of risks the most significant of which aredetailed below

i) Asset volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields if plan assetsunderperform this yield this will create a deficit Most of the plan asset investments is in fixed income securi-ties with high grades and in government securities These are subject to interest rate risk The Company hasa risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained ata fixed range Any deviations from the range are corrected by rebalancing the portfolio The Company intendsto maintain the above investment mix in the continuing years

ii) Provident fund

The Company makes monthly contribution to Government approved Provident Fund

72


CIN L15200MH1997PLC107525


NOTE 35 - a) Fair Value Measurement

Particulars 31 March 2019 31 March 2018

FVPL FVOCI Amortised FVPL FVOCI Amortisedcost cost

Financial assets

Investments

Equity instruments 35607979 800000 37067540 800000

Trade receivables 32149241 31946182

Cash and bankbalances 56891187 66181298

Other receivables 32489540 11385269 28776782 21840043Total Financial assets 68097519 - 101225697 65844322 - 120767523


Borrowings 46025132 50252915 57812585 59563095

Trade payables 70678968 38388854

Security deposits 28814127 - 28326244 -

Total financial liabilities 74839259 - 120931883 86138829 - 97951949

Fair Value Heirarchy

This section explains the judgement and estimates made in determining the fair values of the financial instrumentsthat are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values aredisclosed in the Financial Statements To provide an indication about the reliability of the inputs used in determiningfair value the Company has classified its financial instruments into the three levels prescribed under the accountingstandard An explanation of each level follows underneath the table

b) Valuation technique used to determine fair valueSpecific valuation techniques used to value financial instruments includei) the use of quoted market prices or dealer quotes for similar instrumentsii) the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows

based on observable yield curvesiii) the fair value of forward foreign exchange contracts are determined using forward exchange rates at the

Balance Sheet dateiv) the fair value of foreign currency option contracts is determined using the Black Scholes valuation modelv) the fair value of the remaining financial instruments is determined using discounted cash flow analysis

c) Valuation processesThe finance department of the Company includes a team that performs the valuations of financial assets andliabilities required for financial reporting purposes including level 3 fair values This team reports directly to theChief Financial Officer (CFO)

73


CIN L15200MH1997PLC107525


NOTE 36 - CAPITAL MANAGEMENT

Risk management

The primary objective of the Companyrsquos Capital Management is to maximise shareholder value The Companymonitors capital using Debt-Equity ratio which is total debt divided by total capital plus total debt

For the purposes of the Companyrsquos capital management the Company considers the following componentsof its Balance Sheet to be managed capital

Total equity as shown in the Balance Sheet includes General reserve Retained earnings Share capitalSecurity premium Total debt includes current debt plus non-current debt

Particulars 31-Mar-19 31-Mar-18

Total Debt 96278047 117375680

Total Equity 160613491 154599506

Debt-Equity ratio 060 076

NOTE 37 CORPORATE SOCIAL RESPONSIBILITY


Gross amount required to be spent 885271 885591

Amount spent during the year

i)ConstructionAcquisition of any asset - -

ii)On purposes other than (i) above 2684300 -

38 REGROUPED | RECAST | RECLASSIFIED

Figures of the earlier year have been reclassified to conform to Ind AS presentation requirements

74


CIN L15200MH1997PLC107525


NOTE 39 Disclosures under Accounting Standards

Note 391 - Details of transactions with Related Parties

Description of relationship

Directors Shri SRGandhiSmt BS GandhiShri RS Gandhi

Note Related parties have been identified by the Management

Details of related party transactions during the year ended 31 March 2019

Particulars Directors

Royalty paid to Bela Investment amp Finance Co Pvt Ltd 4755070(10329269)

Loan repaid toShri SRGandhi 11600000Smt Bela S Gandhi 1100000

Directors RemunerationShri SRGandhi 5100000

5100000Shri RS Gandhi 1800000

1800000Smt Bela Gandhi 900000

900000Balance Outstanding at year endi) Trade deposit with Bela Investment amp Finance Co Pvt Ltd 25000000

-25000000ii) Other AdvancesBela Investment amp Finance Co Pvt Ltd 5216648

iii) Loan from directorsShri SRGandhi 21327500Smt Bela Gandhi 27041500

Note Figures in bracket relates to the previous year

75


CIN L15200MH1997PLC107525


(Pursuant to Section 105 (6) of Companies act 2013 and rule 19 (3) of Companies (Management andAdministered) Rules 2014- Form No MGT- 11)

Form No MGT-11Proxy form

CIN L15200MH1997PLC107525Name of the Company Vadilal Dairy International LimitedRegistered Office Plot No M - 13 MIDC Industrial Area Tarapur Boisar - 401506

Name of the member (s)

Registered address

E-mail Id

Folio No

IWe being the member (s) of helliphelliphelliphellip shares of the above named Company hereby appoint

1

Name helliphelliphelliphelliphelliphelliphelliphellip

Address

E-mail Id

Signature helliphelliphelliphelliphellip or failing him

2


Address

E-mail Id

Signaturehelliphelliphelliphelliphellip or failing him

3


Address

E-mail Id

Signaturehelliphelliphelliphelliphellip

As myour proxy to attend and vote ( on a poll) for meus and on my our behalf at the Annual General Meeting to beheld on Thursday September 26 2019 at 1200 Noon at Plot No M- 13 MIDC Industrial Area Tarapur Boisar-401506 and at any adjournment thereof in respect of such resolutions as are indicated below

76


CIN L15200MH1997PLC107525


Resolution No

1 Approval of Annual Accounts

2 To re-appoint Mr Rahil Gandhi who is liable to retire by rotation at this AGM

3 To regularize the Appointment of Mr Ankush Garde as an Independent Director

4 To regularize the Appointment of Mr Mahesh Pandya as an Independent Director

5 Re-appointment of Mr Vishnu Barhate as an Independent Director for second term

6 Re-appointment of Mr Prakash Mankar as an Independent Director for second term

7 Re-appointment of Mr Subhashchandra Patil as an Independent Director for second term

Signed thishelliphellip day ofhelliphelliphellip 20hellip

Signature of shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company not less than 48 hours before the commencement of the Meeting

cut here

77


CIN L15200MH1997PLC107525


Signature of MemberJoint MemberProxy attending the meeting

ATTENDANCE SLIP

VADILAL DAIRY INTERNATIONAL LIMITEDPlot No M - 13 MIDC Industrial Area Tarapur Boisar - 401506

No of shares

Folio NoDP ID - Client ID No

Name amp Address

I hereby record my presence at the Annual General Meeting of the Company scheduled to be held on ThursdaySeptember 26 2019 at 1200 Noon at Plot No M-13 MIDC Industrial Area Tarapur Boisar- 401506

cut here

EVSN(Electronic Voting Sequence Number)

User ID (Pan Seq No)

Note Duly completed ballot form should reach the Scrutinizer at the Registered Office of the Company not laterthan Wednesday September 25 2019 by 500 PM Any ballot form received beyond said time shall be treated asinvalid

190828057

Please complete this Attendance Slip and bring the Slip to the meeting

78


CIN L15200MH1997PLC107525


Sr No ____________

VADILAL DAIRY INTERNATIONAL LIMITEDPLOT NO M-13 MIDC INDUSTRIAL AREA TARAPUR BOISAR - 401506

CIN L15200MH1997PLC107525

VOTING BY BALLOT PAPER

Thirty Second Annual General Meeting of the Members of Vadilal Dairy International Limited to be held on September26 2019 at 1200 Noon at Plot No M-13 MIDC Industrial Area Tarapur Boisar- 401506

Signature of the Member _________________________Place ____________

Date ____________

1 Adoption of the Audited Balance Sheet as at 31st March 2019 and Profit ampLoss Account for the year ended on that date together with the Reports ofthe Board of Directors and Auditors thereon

2 Re-appointment of Mr Rahil Gandhi who is liable to retire by rotation at thisAGM

3 Appointment of Mr Ankush Garde as Independent Director of the Companyfor a period of 5 years

4 Appointment of Mr Mahesh Pandya as Independent Director of the Companyfor period of 5 years

5 Re-appointment of Mr Vishnu Barhate as Independent Director for secondterm

6 Re-appointment of Mr Prakash Mankar as Independent Director for secondterm

7 Re-appointment of Mr Subhashchandra Patil as Independent Director forsecond term

Agenda Description of Resolution IWe assent to IWe dissent toItem No the resolution the resolution

(Vote in Favour) (vote against)

Place the tick(Place the tick [] mark

1 Name(s) of Shareholder(s) (in block letters) including joint holders (if any)

2 Registered Folio No DP ID No Client ID No

3 Address

4 No of Equity Shares held

IWe hereby exercise myour vote in respect of the following Ordinary Special Resolutions to be passed throughballot

79


CIN L15200MH1997PLC107525


INSTRUCTIONS

1 GENERAL INFORMATION

a) There will be one Postal Ballot Form irrespective of the number of joint holders

b) Voting rights in the Postal Ballot cannot be exercised by a proxy

2 PROCESS FOR VOTING BY POSTAL BALLOT

a) Members desiring to cast their vote by Postal Ballot should complete and sign this Postal Ballot Formand send it to the Scrutinizer Mr Suhas S Ganpule CO Plot No M-13 MIDC Industrial Area TarapurBoisar - 401506 in the enclosed postage prepaid self-addressed envelope Postal Ballot Forms depositedin person or sent by post or courier at the expense of the Member will also be accepted

b) In case of joint holding this Postal Ballot Form should be completed and signed by the first namedMember and in his absence by the next named Member

c) In respect of shares held by corporate and institutional shareholders (companies trusts societies etc)the Completed Postal Ballot Form should be accompanied by a certified copy of the relevant boardresolution appropriate authorization with the specimen signature(s) of the authorised signatory (ies)duly attested

d) The signature of the Member on this Postal Ballot Form should be as per the specimen signature alreadyregistered with the company

e) Completed Postal Ballot Forms should reach the Scrutinizer not later than the close of working hours ieon Wednesday 25th September 2019 by 0500 pm Postal Ballot Forms received after this date will beconsidered invalid

f) Postal Ballot Forms which are incomplete or unsigned or defective in any manner are liable to berejected The Scrutinizers decision in this regard shall be final and binding

g) A Member seeking duplicate Postal Ballot Form or having any grievance pertaining to the Postal Ballotprocess can write to the Companys Registrars- Sharex Dynamic (India) Private Limited C-101 247Park LBS Marg Vikroli West Mumbai- 400083 or to the e-mail ID supportsharexindiacom

Duly completed and signed duplicate Postal Ballot Forms should however reach the Scrutinizer not laterthan the close of working hours on Wednesday 25th September 2019 by 0500 pm

h) Members are requested not to send any paper [other than the resolution authority as mentioned underProcess for voting by Postal Ballot point 2 c) above] along with the Postal Ballot Form in the enclosedself- Addressed postage pre-paid envelope as all such envelopes will be sent to the Scrutinizer and ifany extraneous paper is found in such envelope the same would not be considered and would bedestroyed by the Scrutinizer

2


CIN L15200MH1997PLC107525


NOTICENotice is hereby given that the THIRTY SECOND Annual General Meeting of VADILAL DAIRY INTERNATIONALLIMITED will be held at Registered Office of the Company at Plot No M-13 MIDC Industrial Area TarapurBoisar- 401506 on Thursday 26th September 2019 at 1200 Noon to transact the following business

ORDINARY BUSINESS

1 To receive consider amp adopt the Audited Balance Sheet as at 31st March 2019 and Profit amp Loss Account andCash Flow Statement for the year ended as on that date together with the Reports of the Board of Directors andAuditors thereon

2 To appoint Mr Rahil Shaileshkumar Gandhi (DIN 03126913) who retires by rotation and being eligible offershimself for re-appointment

SPECIAL BUSINESS

3 To consider and if thought fit to pass with or without modifications(s) the following resolution as an OrdinaryResolution

RESOLVED THAT pursuant to the provisions of Sections 149 152 and 161 read with Schedule IV and otherapplicable provisions if any of the Companies Act 2013 (the Act) and the Companies (Appointment andQualification of Directors) Rules 2014 and Regulation 17 of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulation 2015 Mr Ankush Garde (DIN 08476251) whowas appointed as an Additional Director on 12th June 2019 and who qualifies for being appointed as an anIndependent Director and in respect of whom the Company has received a notice in writing under Section 160of the Act from a member proposing his candidature for the office of Director be and is hereby appointed as anIndependent Director of the Company not liable to retire by rotation and to hold office for 5 (five) consecutiveyears till the AGM to be held in the calendar Year 2024

4 To consider and if thought fit to pass with or without modifications (s) the following resolution as an OrdinaryResolution

RESOLVED THAT pursuant to the provisions of Sections 149 152 and 161 read with Schedule IV and otherapplicable provisions if any of the Companies Act 2013 (the Act) and the Companies (Appointment andQualification of Directors) Rules 2014 and Regulation 17 of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulation 2015 Mr Mahesh Pandya (DIN 08476290)who was appointed as an Additional Director on 12th June 2019 and who qualifies for being appointed as anan Independent Director and in respect of whom the Company has received a notice in writing under Section160 of the Act from a member proposing his candidature for the office of Director be and is hereby appointedas an Independent Director of the Company not liable to retire by rotation and to hold office for 5 (five) consecu-tive years till the AGM to be held in the calendar year 2024

5 Re-appointment of Mr Vishnu D Barhate (DIN 02648391) as an Independent Director for a second term offive consecutive years in terms of Section 149 of Companies Act 2013


RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and other applicable provisions if anyof the

Companies Act 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 (includ-ing any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 Mr Vishnu D Barhate (DIN 02648391)who was appointed as an Independent Director of the Company for period of Five Years upto 2019 by theMembers at the 27th Annual General Meeting in terms of Section 149 of Companies Act 2013 and Regulation17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 be and is hereby re-appointedas an Independent Director of the Company for the second term till the AGM to be held in the calendar year2024

RESOLVED FURTHER THAT any of the Directors of the Company be and are hereby severally authorized todigitally sign necessary e-Forms and to do all such acts deeds and things which are necessary and incidentalìn order to give effect to this resolution

3


CIN L15200MH1997PLC107525











Sd-



4


CIN L15200MH1997PLC107525


NOTES


















5


CIN L15200MH1997PLC107525












pany










6


CIN L15200MH1997PLC107525






















7


CIN L15200MH1997PLC107525












8


CIN L15200MH1997PLC107525
















Qualification BA





9


CIN L15200MH1997PLC107525





Qualification BCom













10


CIN L15200MH1997PLC107525


















11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














3


CIN L15200MH1997PLC107525











Sd-



4


CIN L15200MH1997PLC107525


NOTES


















5


CIN L15200MH1997PLC107525












pany










6


CIN L15200MH1997PLC107525






















7


CIN L15200MH1997PLC107525












8


CIN L15200MH1997PLC107525
















Qualification BA





9


CIN L15200MH1997PLC107525





Qualification BCom













10


CIN L15200MH1997PLC107525


















11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














4


CIN L15200MH1997PLC107525


NOTES


















5


CIN L15200MH1997PLC107525












pany










6


CIN L15200MH1997PLC107525






















7


CIN L15200MH1997PLC107525












8


CIN L15200MH1997PLC107525
















Qualification BA





9


CIN L15200MH1997PLC107525





Qualification BCom













10


CIN L15200MH1997PLC107525


















11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














5


CIN L15200MH1997PLC107525












pany










6


CIN L15200MH1997PLC107525






















7


CIN L15200MH1997PLC107525












8


CIN L15200MH1997PLC107525
















Qualification BA





9


CIN L15200MH1997PLC107525





Qualification BCom













10


CIN L15200MH1997PLC107525


















11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














6


CIN L15200MH1997PLC107525






















7


CIN L15200MH1997PLC107525












8


CIN L15200MH1997PLC107525
















Qualification BA





9


CIN L15200MH1997PLC107525





Qualification BCom













10


CIN L15200MH1997PLC107525


















11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














7


CIN L15200MH1997PLC107525












8


CIN L15200MH1997PLC107525
















Qualification BA





9


CIN L15200MH1997PLC107525





Qualification BCom













10


CIN L15200MH1997PLC107525


















11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














8


CIN L15200MH1997PLC107525
















Qualification BA





9


CIN L15200MH1997PLC107525





Qualification BCom













10


CIN L15200MH1997PLC107525


















11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














9


CIN L15200MH1997PLC107525





Qualification BCom













10


CIN L15200MH1997PLC107525


















11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














10


CIN L15200MH1997PLC107525


















11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














11


CIN L15200MH1997PLC107525






Sd- Shailesh Gandhi



12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS














12


CIN L15200MH1997PLC107525



To

The Members




(Rs In Lacs)

PARTICULARS 2018-2019 2017-2018








Current Tax (13000) (12800)






BUSINESS OUTLOOK


SHARE CAPITAL





DIVIDEND


13


CIN L15200MH1997PLC107525


TRANFER TO RESERVES








During the year













14


CIN L15200MH1997PLC107525






DEPOSITS









REMUNERATION POLICY









15


CIN L15200MH1997PLC107525
























SECRETARIAL AUDITOR


16


CIN L15200MH1997PLC107525




















17


CIN L15200MH1997PLC107525


RISK MANAGEMENT















18


CIN L15200MH1997PLC107525



Board Meeting




Held Attended







Audit Committee




30052018 15062018 14082018 14112018 14022019


Held Attended







15062018 14082018 14112018 14022019

19


CIN L15200MH1997PLC107525



Held Attended








30052018 14082018 14112018 14022019


Held Attended















20


CIN L15200MH1997PLC107525












Time 1200 Noon






Stock Code 519451





ACKNOWLEDGEMENT



Sd- Shailesh Gandhi



21


CIN L15200MH1997PLC107525



















Sd- Shailesh Gandhi


22


CIN L15200MH1997PLC107525


























23


CIN L15200MH1997PLC107525

















OBSERVATION





Sd-




Place Mumbai

24


CIN L15200MH1997PLC107525



To

The Members










Sd-




Place Mumbai

25


CIN L15200MH1997PLC107525


ANNEXURE C









26


CIN L15200MH1997PLC107525


FORM ndash A



2018-19 2017-18



















27


CIN L15200MH1997PLC107525





FORM NO MGT-9


CIN- L15200MH1997PLC107525













A PROMOTERS

(1) INDIAN

(a) individual 2501430 0 2501430 7831 2501430 0 2501430 7831 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corpp 0 459830 459830 1440 0 459830 459830 1440 0

(e) FI Banks 0 0 0 0 0 0 0 0 0

(f) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (1)- 2501430 459830 2961260 9271 2501430 459830 2961260 9271 0

(2) FOREIGN








01042018


Changeduring

theyear


Shares


Shares

28


CIN L15200MH1997PLC107525



(d) Banks FII 0 0 0 0 0 0 0 0 0



Sub-total (A) (2)- 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter

(A) = (A)(1)+(A)(2) 2501430 459830 2961260 9271 250140 459830 2961260 9271 0

(B) (1) PUBLIC

SHAREHOLDING

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 66700 66700 209 0 66700 66700 209 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt 0 0 0 0 0 0 0 0 0



(g) FIIs 0 0 0 0 0 0 0 0 0


(i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1)- 0 66700 66700 209 0 66700 66700 209 0


(a) BODIES CORP

(i) Indian 0 0 0 0 0 0 0 0 0

(ii) Overseas

(b) Individuals



(c) Other (specify) 50 6990 7040 022 50 6990 7040 022 0


Overseas Corporate

Bodies 0 0 0 0 0 0 0 0



Trusts 0 0 0 0 0 0 0 0 0


Sub-total (B)(2)- 30230 135960 166190 521 30230 135960 166190 521 0



Grand Total (A+B+C) 30230 3163920 3194150 10000 30230 3163920 3194150 10000 0

29


CIN L15200MH1997PLC107525




2 S R GANDHI (H U F) 107573 337 -- 107573 337 -- -

3 SMT BELA S GANDHI 535969 1678 -- 535969 1678 -- -




SlNo


01042017



ofShares

Pledged encumbered

to totalshares


company

No ofShares

ofShares

Pledged encumbered

to totalshares

No ofShares

oftotal

Sharesof the

company


(01-04-2015) endof the year(31-03-2016)

of totalShares of

thecompany


inshareholding

Reason Noof

Shares

of totalShares of

thecompany]

SlNo

Name











30


CIN L15200MH1997PLC107525



V INDEBTEDNESS






Total (i+ii+iii) 59563095 57812585 -- 117375680


bull Addition

bull Reduction 9310180 11787453 -- 21097633

Net Change 9310180 11787453 -- 21097633





Total (i+ii+iii) 50252915 46025132 -- 96278047



SlNo

No ofshares

No ofshares


company


company



TotalIndebtedness



31


CIN L15200MH1997PLC107525




1 Gross salary






4 Commission




Total (A) 5100000 1800000 900000 7800000





bull Commission









Slno


SHAILESHGANDHI

RAHILGANDHI

BELAGANDHI

Slno


VishnuBarhate

PrakashMankar

SubhashchandraPatil


32


CIN L15200MH1997PLC107525





1 Gross salary






4 Commission

- as of profit



Total NA 120000 1225760 1345760





Sd-Shailesh Gandhi



33


CIN L15200MH1997PLC107525




2 STRATEGY


3 BUSINESS OUTLOOK











Sd- Shailesh Gandhi



34


CIN L15200MH1997PLC107525


Annexure F













Sd-


35


CIN L15200MH1997PLC107525


Date August 19 2019

To







Sd-Suhas S Ganpule






Sd- Shailesh Gandhi



36


CIN L15200MH1997PLC107525






















Sd- Shailesh Gandhi



37


CIN L15200MH1997PLC107525




Opinion



Basis for Opinion


Key Audit Matters


38


CIN L15200MH1997PLC107525









2

2


39


CIN L15200MH1997PLC107525
















40


CIN L15200MH1997PLC107525

















41


CIN L15200MH1997PLC107525












Sd-Divyesh V Mehta


Place Mumbai

Date 28th May 2019

42


CIN L15200MH1997PLC107525

















43


CIN L15200MH1997PLC107525




Opinion




Sd-Divyesh V Mehta



44


CIN L15200MH1997PLC107525
















45


CIN L15200MH1997PLC107525




amount relates










Sales Tax (Appeals)

(Refer note below)











46


CIN L15200MH1997PLC107525







Sd-Divyesh V Mehta



47


CIN L15200MH1997PLC107525























Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

48


CIN L15200MH1997PLC107525
















Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

49


CIN L15200MH1997PLC107525





Adjustments for







Deferred Tax (387839) (782273)33697661 21591194













50


CIN L15200MH1997PLC107525







Finance cost (8534662) (9308819)










(a) Cash on hand 323060 253811











Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

51


CIN L15200MH1997PLC107525



Particulars Amount

As at April 1 2017 31941500


As at March 31 2018 31941500


As at March 31 2019 31941500

B Other Equity



As at April 1 2017 - - 3750000 - 78848780 10957441 93556222


Other Comprehensive

Income - - - - - 835394 835394


As at March 31 2018 - - 3750000 - 107115170 11792835 122658005


Other Comprehensive

Income - - - - - (11115083) (11115083)


As at March 31 2019 - - 3750000 - 124244239 677752 128671991









Sd-RAHIL S GANDHI


Sd-SONALI PARAB

CFO

Sd-UDAY SAWANT

CS

52


CIN L15200MH1997PLC107525










(C)










53


CIN L15200MH1997PLC107525





Sale of goods




(E) Income Taxes











54


CIN L15200MH1997PLC107525












Equity instruments














55


CIN L15200MH1997PLC107525


(H) Impairment















(J) Inventories


(K) Borrowing costs



56


CIN L15200MH1997PLC107525






57


CIN L15200MH1997PLC107525


NO

TE 2

PR

OPE

RTY

PLA

NT

AN

D E

QU

IPM

ENT

58


CIN L15200MH1997PLC107525




As at April 1 2017 1056726

Additions 138678


As at March 31 2018 1195404

Additions 277675


As at March 31 2019 1473079




Sub-total (a) 800000 800000





Total loans 32489540 28776782





NOTE 7 INVENTORIES


2019 2018






59


CIN L15200MH1997PLC107525




2019 2018


Shares 35607979 37067540

35607979 37067540


2019 2018


Cost 29238829 26338033

Market Value 35607979 37067540



2019 2018





32149241 31946182



2019 2018

Cash on hand 323060 253811

323060 253811



2019 2018

Balances with banks



56568127 65927487

60


CIN L15200MH1997PLC107525




2019 2018



Total loans 11385269 21840043



2019 2018







2019 2018

Authorised



150000000 150000000



31941500 31941500







61


CIN L15200MH1997PLC107525








2019 2018







f) Other reserves









Total 128671991 122658006

62


CIN L15200MH1997PLC107525




2019 2018

Secured



respectively

Unsecured


59538466 72452512



2019 2018


28814127 28326244



2019 2018





4758929 6916844



2019 2018


b) Statutory dues -

c) Others - 5685475

4131281 9816756

63


CIN L15200MH1997PLC107525




2019 2018


From Bank 36739581 44923168

36739581 44923168



2019 2018


70678968 38388854



2019 2018


b) Others 3398013 3139419

7268826 11657336



2019 2018



6539886 13476230

64


CIN L15200MH1997PLC107525




Sale of Products

Finished Goods 461437050 434643013



462126456 435565217

Notes



Ice cream Sales 461437050 434643013





462126456 435565217









9309455 18859292

65


CIN L15200MH1997PLC107525






61705818 56258722



202292813 190692153





(b) Raw material

Butter 7760400 11559000

Chocolate 20734298 16753426

Cone Biscuit 29143798 22138547

Dry fruits 16173176 11159317


Milk 6063797 6913934

Other 16608630 17508437

Palm oil 17020889 16616419

SMP 30085000 29850400

Sugar 14466874 15243347


166897527 148451874

Total 213500512 190011881

66


CIN L15200MH1997PLC107525














46250112 41848902




8534662 9308819

67


CIN L15200MH1997PLC107525


Notes




Expenses 1218987 2541608

1218987 2541608




Power amp Fuel 22343440 20902788

Water 1148710 1240123

Rent 1658374 830377

Royalty 4755070 10329269



Insurance 727845 715550



Commission 7607817 12432299

Cold Storage 8224102 8145350






Donations 2684300 1194551






154894119 149426585

68


CIN L15200MH1997PLC107525
















69


CIN L15200MH1997PLC107525



Particluars 31032019 31032018







i) Current tax



ii) Deferred tax

















70


CIN L15200MH1997PLC107525



Funded Scheme


Gratuity



Particulars Amount

April 1 2018 4650209



Remeasurements






71


CIN L15200MH1997PLC107525









(Rs) (Rs)









Risk exposure


i) Asset volatility


ii) Provident fund


72


CIN L15200MH1997PLC107525





Financial assets

Investments






Borrowings 46025132 50252915 57812585 59563095










73


CIN L15200MH1997PLC107525



Risk management





Total Debt 96278047 117375680

Total Equity 160613491 154599506










74


CIN L15200MH1997PLC107525


















75


CIN L15200MH1997PLC107525






Registered address

E-mail Id

Folio No


1


Address

E-mail Id


2


Address

E-mail Id


3


Address

E-mail Id



76


CIN L15200MH1997PLC107525


Resolution No












cut here

77


CIN L15200MH1997PLC107525



ATTENDANCE SLIP


No of shares


Name amp Address


cut here




190828057


78


CIN L15200MH1997PLC107525


Sr No ____________


CIN L15200MH1997PLC107525




Date ____________













3 Address



79


CIN L15200MH1997PLC107525


INSTRUCTIONS












