BOARD OF DIRECTORS RAMCHANDRA R. GANDHI Chairman VIRENDRA R. GANDHI Vice-Chairman & Managing Director RAJESH R. GANDHI DEVANSHU L. GANDHI Managing Directors - Director C.M. MANIAR M.N. VORA - Director (upto 24-6-2007) KSHITISH M. SHAH - Director ROHIT J. PATEL - Director NIKHIL PATEL Company Secretary AUDITORS M/s. Kantilal Patel & Co. Chartered Accountants, Ahmedabad (A member Firm of Polaris International, USA) BANKERS Bank of Baroda • State Bank of India • State Bank of Travancore • South Indian Bank Ltd. Export Import Bank of India (Exim Bank) • IDBI Bank Ltd. REGISTERED OFFICE & SHARE DEPARTMENT Vadilal House, Shrimali Society, Nr. Navrangpura Rly. Crossing, Navrangpura, Ahmedabad – 380 009 Phone : 079 – 26564019 to 24 • Fax : 079 – 26564027 REGISTRAR & SHARE TRANSFER AGENT (For Physical & Demat) MCS Limited, 101, Shatdal Complex, 1st Floor, Opp. Bata Show Room, Ashram Road, Ahmedabad – 380 009. Phone : 079 – 26582878, 26584027 Fax : 079 – 26581296 FACTORIES Ice-cream Division Village Pundhra, Tal. Mansa, Dist. Gandhinagar (Gujarat) Parsakhera Industrial Area, Bareilly (Uttar Pradesh) Dudheshwar Road, Ahmedabad (Gujarat) Processed Foods Division Dharampur, Dist. Valsad (Gujarat) Forex Division Vadilal House, Navrangpura, Ahmedabad. Web : www.vadilalmarkets.com E-mail for Investor Grievances [email protected] Web : www.vadilalgroup.com 24th ANNUAL REPORT 2007-2008 (1) NOTICE management may, from time to time, decide NOTICE is hereby given that the 24th ANNUAL upon, a revised monthly salary and other GENERAL MEETING of the members of VADILAL allowances, benefits and perquisites including bonus, reimbursement of medical expenses, INDUSTRIES LIMITED will be held on Monday, the 29th September, 2008, at 12.30 p.m., at Sheth Shri LTA/LTC etc., for an amount as may be decided Amrutlal Hargovandas Memorial Hall, Gujarat by the Board/Management from time to time, within an overall limit of Rs. 1,50,000/- p.m., Chamber of Commerce & Industry (GCCI), Ashram Road, Ahmedabad - 380 009 to transact the following with effect from 1st October 2008 or such other business : amount as may be decided by the Central Government, while granting its approval to the ORDINARY BUSINESS : aforesaid revision in remuneration and acceptable 1) To receive, consider and adopt the Balance to Mr. Maulin P. Surti. Sheet as at 31st March, 2008 and the Profit and RESOLVED FURTHER THAT the Board of Loss Account for the year ended on that date Directors of the Company be and are hereby and reports of the Directors and Auditors thereon. severally authorised to promote him to higher 2) To declare dividend on Equity Shares for the cadres and/or to sanction him accelerated year ended on 31st March, 2008. increments within the said cadre or higher cadre as and when they deem fit, subject, 3) To appoint a Director in place of Mr. Chaitan M. however, to the rules and regulations of the Maniar, who retires by rotation and being eligible, Company, in force, from time to time, provided offers himself for re-appointment. that total monthly remuneration shall not exceed 4) To appoint a Director in place of Mr. Kshitish M. Rs. 1,50,000/- p.m. or such other amount as Shah, who retires by rotation and being eligible, may be decided by the Central Government, offers himself for re-appointment. while granting its approval to the revision. 5) To appoint M/s. Kantilal Patel & Co., Chartered RESOLVED FURTHER THAT the Board of Accountants, Ahmedabad, as Statutory Auditors Directors of the Company be and are hereby of the Company to hold office from the conclusion authorised to make application to the Central of this Meeting until the conclusion of the next Government for seeking its approval for the Annual General Meeting and to authorise the revision in the remuneration of Mr. Maulin P. Board of Directors of the Company to fix their Surti, within the overall limit of Rs. 1,50,000/- remuneration. p.m., to sign the application form, annexures, affidavit, Memorandum of Appearance and all SPECIAL BUSINESS : other deeds and documents as may be required 6) Increase in remuneration of Mr. Maulin P. Surti, to be executed and to represent the Company Vice-President (Food Processing and before the Central Government, Registrar of Purchase), who is a relative of Mr. Ramchandra Companies and such other authorities as may R. Gandhi, Chairman of the Company. be required in this matter, to accept the To consider and, if thought fit, to pass, with or suggestions, modifications or alterations as without modification(s), the following resolution suggested by the Central Government while as a Special Resolution : granting its approval and to do all such acts, deeds, matters and things as may be required, “RESOLVED THAT pursuant to the provisions proper and expedient to give effect to this of Section 314 and other applicable provisions, resolution.” if any, of the Companies Act, 1956 including any statutory modification or re-enactment thereof 7) Increase in Borrowing Limits for the time being in force and as may be To consider and if thought fit, to pass with or enacted from time to time, the Directors’ Relatives without modification(s), the following resolution (Office or Place of Profit) Rules, 2003 and as an Ordinary Resolution: subject to approval of the Central Government “RESOLVED THAT the Board of Directors and such other approvals, permissions and (hereinafter referred to as “the Board”, which sanctions, if required and as may be necessary, consent of the Company be and is hereby term shall be deemed to include any Committee which the Board may constitute for this purpose), accorded to Mr. Maulin P. Surti, who is a be and is hereby authorized, in accordance with relative of Mr. Ramchandra R. Gandhi, Chairman of the Company, and who holds office as a Vice- Section 293(1)(d) of the Companies Act, 1956 (including any statutory modification or re- President (Food Processing and Purchase), enactment thereof for the time being in force) and to hold and continue to hold an office or place of profit under the Company as Vice- and the Articles of Association of the Company, to borrow any sum or sums of money whether President (Food Processing and Purchase), or rupee loans or foreign currency loans or other with such other designation as the Company’s VADILAL INDUSTRIES LIMITED (2) external commercial borrowings (including non- Institutions/other Lender(s), Agent(s) and fund based facilities) from time to time at their Trustee(s) for securing the borrowings availed/ discretion, for the purpose of the business of to be availed by the Company and/or any of the the Company, from any one or more Banks, Company’s holding / subsidiary / affiliate / Financial Institutions and other persons, firms, associate Company, by way of loan(s) (in foreign bodies corporate or from any other sources, currency and/or rupee currency) and Securities notwithstanding that the monies to be borrowed (comprising fully/partly convertible Debentures together with the monies already borrowed by and/or Non Convertible Debentures with or without the Company (apart from temporary loans detachable or non-detachable Warrants and/or obtained from the Company’s Bankers in the secured premium notes and/or floating rates ordinary course of business) may, at any time, notes/bonds or other debt instruments), issued/ exceed upto a sum of Rs. 100 Crores (Rupees to be issued by the Company, from time to time, One Hundred Crores) over and above the subject to the limits approved under Section aggregate of the then paid-up capital of the 293(1)(d) of the Companies Act, 1956, together Company and its free reserves (that is to say with interest at the respective agreed rates, reserves not set apart for any specific purpose) additional interest, compound interest in case and that the Board of Directors be and is hereby of default, accumulated interest, liquidated empowered and authorized to arrange or fix the damages, commitment charges, premia on terms and conditions of all such monies to be prepayment, remuneration of the Agent(s)/ borrowed from time to time as to interest, Trustees, premium (if any) on redemption, all repayment, security or otherwise as they may, other costs, charges and expenses, including in their absolute discretion, think fit. any increase as a result of devaluation / RESOLVED FURTHER THAT for the purpose of revaluation / fluctuation in the rates of exchange giving effect to this resolution, the Board be and and all other monies payable by the company in terms of the Loan Agreement(s)/ other is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute Agreement(s), Debenture Trust Deed(s) or any discretion thinks necessary, proper, or desirable other document, entered into/to be entered into between the Company and the Lender(s)/Agent(s) and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and Trustee(s) in respect of the said loans/ and further to do all such acts, deeds and things borrowings / debentures and containing such specific terms and conditions and covenants in and to execute all documents and writings as respect of enforcement of security as may be may be necessary, proper, desirable or expedient to give effect to this resolution.” stipulated in that behalf and agreed to between the Board of Directors or Committee thereof 8) Creation of Charge and the Lender(s) / Agent(s) /Trustee(s). To consider and if thought fit, to pass with or RESOLVED FURTHER THAT for the purpose of without modification(s), the following resolution