AFFLUENCE

DIRECTORS' REPORT

TO,

THE MEMBERS,

VADILAL INDUSTRIES LIMITED

Your Directors have pleasure in presenting herewith the 31st Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

STATE OF COMPANY'S AFFAIRS:

The Company has earned revenue from operations (gross) of Rs. 41288.57 lakhs during the year ended on 31st March, 2015 as against Rs. 37170.32 lakhs earned during the previous year ended on 31st March, 2014, giving a rise of 11.08% as compared to previous year. Out of the revenue from operations of Rs. 41288.57 lakhs earned by the Company during the year under review, Rs. 35186.91 lakhs represents sales turnover of Ice-cream & Frozen Desserts, Rs. 5866.16 lakhs represents sales turnover of Processed Food products, Rs. 6.35 lakhs represents the income from Money Changing business and Rs. 229.15 lakhs represents other operating revenues. The Company has also earned other income of Rs. 307.86 lakhs during the year under review as against Rs. 156.40  lakhs earned during the previous year.

The Company has earned the Profit before Tax of Rs. 325.35 lakhs during the year ended on 31st March, 2015 as compared to Rs. 262.61 lakhs earned during the previous year ended on 31st March, 2014, showing a rise of  23.89%.

The Company has earned net Profit of Rs. 192.90 lakhs for the year ended on 31st March, 2015 after providing Finance Cost and Depreciation and Amortisation expenses and after making Provision for Deferred Tax Charge of Rs. 137.16 lakhs and other adjustments, as compared to Profit of Rs. 142.55 lakhs earned by the Company during the previous year ended on 31st March, 2014.

After adding the Surplus in the Statement of Profit & Loss of Rs. 453.25 lakhs brought forward from the previous year to the profit of Rs. 192.90 lakhs earned by the Company during the year under review, the total amount of Rs. 646.15 lakhs is available for appropriation.

DIVIDEND :

The Directors have recommended dividend of Rs.1.00 per share (@10.00%) on 71,87,830 Equity Shares of Rs.10/- each of the Company for the Financial Year ended on 31st March, 2015, as compared to Dividend of Rs.1.00 per share (@10.00%) declared for the previous Financial Year ended on 31st March, 2014. This will absorb Rs. 71.88 lakhs as against Rs. 71.88 lakhs absorbed in the previous year. The corporate dividend tax payable by the Company on the said dividend will be Rs. 14.63 lakhs as against Rs. 12.21 lakhs in the previous year. If  approved, the dividend will be paid without deduction of tax at source to the shareholders.

TRANSFER TO RESERVE :

After making appropriation for Dividend and Dividend Tax, the Company proposes to transfer Rs. 161.78 lakhs to General Reserve and amount of Rs. 397.86 lakhs is proposed to be retained as the Surplus in the Statement of  Profit and Loss.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company as required under Section 92(3) of the Act and Rule - 12 of the Companies (Management and Administration) Rules, 2014, in the prescribed Form - MGT-9, is annexed herewith as Annexure - A, to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and the Accounting Standards of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the Notes on Accounts for the year under review in respect of Related Party Transactions, Employees Benefits, Taxes on Income, Derivative Instruments, Segmental Reporting (in Notes on Consolidated Accounts), Calculation of EPS,  Foreign Currency Transactions etc.

QUALITY ASSURANCE AND AWARDS AWARDS AND CERTIFICATIONS:

Vadilal has won 27 awards over 4 consecutive years: 2008 to 2011 at 'The Great Indian Ice Cream Contest'  organized by the Indian Dairy Association. The various categories for awards were: The Best in Class (3): Chocolate Frozen Dessert, Standard Chocolate Ice Cream, Rose Coconut Shell (Innovation - Novelty) Gold Medal (4): Standard Chocolate Ice Cream, Chocolate Frozen Dessert, Vanilla Frozen Dessert and Rose

Coconut Shell (Innovation - Novelty), Bronze Medal (1) Natural Orange (Premium without Inclusion). Best in Class in Kids category - Joker Ice Trooper, Gold in Kids category - Joker Face Ice Trooper, Silver in Vanilla

Frozen Dessert. Bronze in Vanilla Ice Cream - Happinezz Vanilla Ice cream. Bronze in Premium - Pista  Happinezz Ice Cream garnished with Green Pista.

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

ISO 22000:2005 AND ISO 9001:2008 CERTIFICATES

The Company has always made continuous efforts to improve the "OVERALL PRODUCT QUALITY" by following the stringent GMP norms and continuous process innovation. This is the evident of the achievement of FSMS (Food Safety Management System) Certifications i.e. BRC:Issue-6 with Grade "A", ISO-22000:2005  and HALAL for our Processed Food Division (PFD), located at Dharampur, Dist. Valsad, Gujarat.

The PFD Manufacturing facility is also listed in "Two Star Export House" Status by Joint Director General of Foreign Trade, Ministry of Commerce and Industry for export of Processed Foods Products - APEDA.

The Ice Cream plants of the Company located in two locations i.e. Pundhra in Gujarat & Barelly in UP are also certified for ISO-22000:2005, ISO 9001:2008 and BRC : Issue 6 for Food Safety Management System is  another feather in the cap of the Company.

FINANCE:

During the year under review, the Company has availed Secured / unsecured loans / Vendor Finance / Bill Discounting, etc.from various Banks, FIs, Various Parties and other companies. During the year company has made regular repayment of Loan & interest and there is no any overdue payment to Banks and FIs. External

Rating Agency CRISIL has reviewed the External Rating of the company i.e. BBB (Negative).

In terms of the provisions of Investor Education and Protection Fund Rules, 2001 (IEPF), during the year under review, the Company has transferred the amount of unpaid and unclaimed Dividend of Rs.165276/- for the year 2005-2006 and Rs.184887/- for the year 2006-2007, to IEPF established by the Central Government under  Section 205C(1) of the Companies Act, 1956.

In terms of the provisions of Investor Education and Protection Fund Rules, 2001 (IEPF), during the year under review, the Company has transferred the amount of unclaimed interest on fixed deposit of Rs.39182/- upto 31-3-2008, to IEPF established by the Central Government under Section 205C(1) of the Companies Act, 1956.

DETAILS OF DEPOSITS:

(a)  During the year under review, the Company has accepted Deposits of Rs.495.81 lakhs from its Members, after complying with the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANY:

The Company is having a wholly-owned subsidiary company namely Vadilal Industries (USA) Inc., USA. Except  the same, during the year under review, no Company has become or ceased to become subsidiary, joint venture or associate Company. A report on the financial position of the subsidiary and associate as per first proviso to sub-section(3) of Section 129 of the Companies Act, 2013 and Rules made there under in the prescribed Form - AOC-1 is provided as Annexure - C to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries may be accessed on the Company's website viz www.vadilalgroup.com

Pursuant to the provisions of Section 136 of the Act, separate Audited Accounts in respect of subsidiary company are available at the web-site of the Company viz. www.vadilalgroup.com

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the requirements of Section 129(3) read with Schedule - III of the Companies Act, 2013 and Rules made there under, revised Clause 32 of Listing Agreement with the Stock Exchanges and applicable Accounting

Standards, the Consolidated Financial Statements of the Company, its wholly-owned Subsidiary Company  namely, Vadilal Industries (USA) Inc., Vadilal Cold Storage, a Partnership Firm and Vadilal Forex and Consultancy Services Ltd., an Associate Company, for the year ended on 31st March, 2015 have been attached  with the financial statement of the Company. The Audited Consolidated Financial Statements form part of the Annual Report.

CORPORATE GOVERNANCE:

Being a Listed Company, the Company has taken necessary measures to comply with the Listing Agreement with the Stock Exchanges as amended from time to time including Clause 49 regarding Corporate Governance.

A separate report on Corporate Governance for the year ended on 31st March, 2015 is attached herewith as a part of this Annual Report viz Annexure - D. A certificate from Statutory Auditors of the Company regarding  compliance of Corporate Governance as stipulated under Clause-49 of Listing Agreement is obtained by the Company and annexed to the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act,  2013 and confirm :

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing  and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal  financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES  PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided by the Company under  Section 186 of the Companies Act, 2013 are not provided, as during the year under review, the Company has not given any loan, nor made any investment, not given any guarantee and not provided any security to any  person.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of  the Companies (Accounts) Rules, 2014 are given in Annexure - E in the prescribed Form - AOC-2 and the  same forms part of this report. All related party transactions are placed before the Audit Committee of the Company for review and approval.

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

Your Directors draw attention of the members to Note 28.3 to the financial statement which sets out related party  disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period of this report, Mr. C.M. Maniar ceased to be the Director of the Company with effect from 29th June, 2014 due to his sad demise. He was an Independent Director of the Company. Mr. C. M. Maniar was one  of the senior members on the Board of the Company. He was also a member of the erstwhile Remuneration  Committee of the Directors of the Company. The Directors placed on record the valuable services and guidance  provided by Mr. C. M. Maniar during his tenure as a Director of the Company and also as a member of the erstwhile Remuneration Committee of the Directors of the Company.

During the period of this report, Mr. Rajesh K. Pandya has resigned from the office of the Director of the Company with effect from 1st April, 2015. He was an Independent Director of the Company. He was also a  member of Audit Committee and the Nomination and Remuneration Committee of the Directors of the Company.

The Directors placed on record the valuable services and guidance provided by Mr. Rajesh K. Pandya during  his tenure as a Director of the Company and also as a member of the Audit Committee and the Nomination and  Remuneration Committee of the Directors of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Devanshu L. Gandhi, Managing Director of the Company, shall retire by rotation at this Annual General Meeting  and being eligible, offer himself for re-appointment. The retiring by rotation of Mr. Devanshu L. Gandhi, as aforesaid and his re-appointment shall not be termed as discontinuation in his office as Managing Director of  the Company. The Members are requested to consider his re-appointment as Director of the Company, for which  necessary resolution has been incorporated in the notice of the meeting.

Pursuant to the provisions of Section 149(1) and 152 1of the Companies Act, 2013 and Rules made there under  and revised Clause -49 of the Listing Agreement with Stock Exchanges and on the recommendation of the Nomination and Remuneration Committee, the Company proposes to appoint Mrs. Deval D. Gandhi, who was  appointed as an Additional Director at the Board Meeting held on 31-03-2015, as a Director of the Company, designated as Non-executive and Non-Independent Director, liable to retire by rotation. The Company has received requisite notice in writing from a Member proposing her candidature for appointment as a Director of  the Company.

Pursuant to the provisions of Section 152 1of the Companies Act, 2013 and Rules made there under and revised Clause -49 of the Listing Agreement with Stock Exchanges and on the recommendation of the Nomination and Remuneration Committee, the Company proposes to appoint Mr. Kalpit R. Gandhi, who was appointed as an Additional Director at the Board Meeting held on 31 -03-2015, as a Director of the Company, designated as Non­executive and Non-Independent Director, liable to retire by rotation. The Company has received requisite notice in writing from a Member proposing his candidature for appointment as a Director of the Company. Mr. Kalpit R. Gandhi has also been appointed as a Chief Financial Officer (CFO) of the Company, to be considered as Key Managerial Personnel under Section 203 of the Companies Act, 2013 w.e.f. 1st June, 2014.

Pursuant to the provisions of Section 149 and 152 1of the Companies Act, 2013 and Rules made there under  and revised Clause-49 of the Listing Agreement with Stock Exchanges and on the recommendation of the Nomination and Remuneration Committee, the Company proposes to appoint Mr. Malay R. Mahadevia and Mr.

Chetan M. Tamboli, who were appointed as Additional Directors at the Board Meeting held on 31-03-2015, as Independent Directors of the Company, not liable to retire by rotation. The Company has received requisite notices in writing from a Member proposing their candidature for appointment as a Director of the Company. The aforesaid Independent Directors, if appointed, shall hold office for a term of 5 (Five) consecutive years up to the conclusion of the 36th Annual General Meeting of the Company in the calendar year 2020.

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

The Company has received declarations from all the Independent Directors of the Company in terms of Section 149 of the Act and Clause - 49 of the Listing Agreement, confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

BOARD EVALUATION :

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board and committees were evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

COMMITTEES OF DIRECTORS :

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee has at its meeting held on 29th May, 2014 recommended to the Board a policy on appointment and remuneration of Directors of the Company in terms of the provisions of Section 178 of the Companies Act, 2013 and Clause - 49 of the Listing Agreement, which was approved by the Board of Directors, at its meeting held on 29th May, 2014. The Policy on appointment and remuneration of Directors is enclosed with the Directors' report and marked as Annexure - F.

NUMBER OF BOARD MEETINGS :

During the year under review, six Meetings of Board of Directors were held the details of which are mentioned in the Corporate Governance Report annexed with the Directors' Report.

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

As required under Section 134(1)(m) of the Companies Act, 2013 and Rules made thereunder, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - G attached herewith and forming part of the Directors' Report.

RISK MANAGEMENT:

The Company is exposed to various business risks from time to time. Risk management involves handling appropriately risks that are likely to harm an organization. There are various types of risks associated with conducting business of the Company. The ultimate goal of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations.

In view of the same and in terms of requirements of the Clause-49 of Listing Agreement with Stock Exchanges regarding Corporate Governance, the Board of Directors had, at its meeting held on 31st January, 2006, approved the risk assessment and minimization procedure adopted by the Company in relation to its business.

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

CORPORATE SOCIAL RESPONSIBILITY:

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

The Company was required to spend Rs. 16.15 lakhs towards Corporate Social Responsibility. In view of the same, the Corporate Social Responsibility Committee of the Company has recommended the following activities to be undertaken by the Company:

1. Approx. Rs. 6.00 laks to be spent to recharge water in the bore wells in the Pundhra Village and nearby villages upto 10 kms from Pundhra Village, to improve the water supply in those village and to improve environmental sustainability;

2. Balance Amount to be used towards providing education and vocational training to the farmers in the nearby villages of Dharampur village to enable them to effectively utilize the pesticides and residues in order to improve the quality of crops and to improve realization value of crops.

The Corporate Social Responsibility Policy is available on the Company's web-site viz. www.vadilalgroup.com

However, due to shortage of manpower and resources required in the respective activity, the Company could not spend towards Corporate Social Responsibility measures during the year - 2014-2015. The Directors ensure that the Company will spend sufficient amount towards Corporate Social measures in the next financial year.

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

AUDITORS:

Section 139(2) of the Companies Act, 2013 (effective 1 st April, 2014), mandates that a listed company or such other prescribed classes of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each.

Further, the companies as aforesaid, whose Statutory Auditors has held office for a period of ten years or more are required to comply with these provisions, within three years from the date of commencement of these provisions i.e. 1st April, 2014. For this purpose, the term of the audit firm before the commencement of these provisions shall be taken into account for calculating the period of ten consecutive years.

Our auditors, M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad are holding the office as Statutory Auditors for more than ten years. Hence, they can only be re-appointed for a period up to three years i.e. up to Financial Year- 2016-2017.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad as Statutory Auditors of the Company for the Financial year - 2015-2016 to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The Company has received a certificate from the said Auditors under Section 139 of the Companies Act, 2013 to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Act and they are not disqualified under the Act. The Members are requested to consider their appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

AUDITORS' REPORT OF THE COMPANY:

The following clarification has been made by the Directors in respect of the observation made by the Auditors in CARO report for the year ended on 31st March, 2015 :-

1. Regarding observation under Para (i)(b) of the Report, it is clarified that the company has prepared a policy for physical verification of fixed assets. The same will be done once in three years for each plant starting from Financial Year - 2015-16.

2. Regarding observation under Para (vii) (a) of the Report, it is clarified that the matter is pending with the department.

3. Regarding observation on Note no 27.3 of the standalone financial statement, it is clarified that pursuant to Section 74(1) of the Companies Act, 2013, the company was required to repay the amount of deposits accepted before 31st March, 2014 along with interest thereon, if any, within 1 year from such commencement or from the date on which such payment are due whichever is earlier. The company has repaid all the deposits which are due up to 31-03.2015. Moreover, for the deposits which remain undue as on 31­03-2015, the company had filled the petition under Section 74(2) of the Companies Act, 2013 for making repayment of outstanding deposits with interest thereon, as and when due.

However, pursuant to the clarification issued by Ministry of Corporate Affairs vide General Circular No. 9/ 2015 dated 18th June, 2015, the Company can make repayment of its outstanding deposits accepted before 1-4-2014, in accordance with the terms and conditions for which the said deposits had been accepted i.e.  as and when due and not before 31-03-2015.

4. Regarding observation on Note No. 27.6 (III) of the standalone financial statements, it is clarified that the trade receivables of Rs 356.69 lacs are outstanding at the year end from the wholly owned subsidiary are,  in the opinion of the Board, realisable/ recoverable.

5. Regarding observation on Note No. 27.14 of the standalone financial statements, it is clarified that on the  basis of the projection for future profit, the company projects to pay normal income tax within the specified  period. Based on this assumption, the company has taken MAT Credit of Rs. 58.50 Lacs (P.Y. Rs. 89.94 Lacs) and deducted from tax provision made during the year and shown as MAT credit entitlement of total amounting to Rs. 551.85 Lacs as on 31.3.2015 (P.Y. Rs. 493.35 Lacs).

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter alia requires every listed companies to annex with its Board  Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board  has appointed M/s SPANJ Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial  Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure - I to this Report.

The follwoing clarifications have been mde by the Directors in respect of the observations made by the  Secretarial Auditors in the Secretarial Audit Report for the year ended on 31st March, 2015:-

i. There were certain disputed statutory dues relating to taxes and duties not deposited by the company including disputed Food Safety penalty imposed by Nayab Nirnayak Adhikari under Food Safety and

Standards Act relating to the year 2013-14 which have been shown in contingent liabilities at Note No. 27 against which appeals have been filed by the Company.

ii. In respect of qualification for not spending amount towards CSR expenditure during the year under review, necessary clarification has been provided in this Directors' Report under "Corporate Social Responsibility"  section.

iii. The Company had preferred a petition before Company Law Board, Western Region Bench u/s 74 of the Companies Act, 2013 for repayment of Public Deposits accepted prior to applicability of the Companies Act,  2013, as and when due i.e. till the date of its actual maturity period of the deposits which were falling  beyond 31st March, 2015. Necessary clarification has been provided in this Directors' Report under  "Auditors' Report of the Company" section.

INSURANCE:

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

LISTING AGREEMENT WITH STOCK EXCHANGES:

Pursuant to the provisions of Listing Agreement with the Stock Exchanges, the Company declares that the  Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India  Limited (NSE).

The Company confirms that it has paid Annual Listing Fees due to the BSE Limited and National Stock  Exchange of India Limited upto the Financial Year -2015-2016.

PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure - J.

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as,  during the financial year under review, no employee of the Company including Managing Directors was in receipt of remuneration in excess of the limits set out in the said rules.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report

any act of serious misconduct or wrongful activity being occurred or suspected to occur within the organization, to his immediate HOD or the HR Head or directly to the concern Managing Director of the Company, as he may desire. No employee of the Company is denied access to the Audit Committee. The vigil mechanism/whisle blower policy is also available on the web-site of the Company viz. www.vadilalgroup.com

GENERAL:

> During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31st March, 2015 till the date of this report.

> During the year under review, there was no significant and/or material order passed by any regulators or  courts or tribunals impacting the going concern status and company's operations in future.

> The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.

> During the year under review, no Director or Managing Director of the Company has received any remuneration or commission from subsidiary of the Company in terms of provisions of Section 197(14) of the Companies Act, 2013.

> The disclosure in terms of Rule - 4 of Companies (Share Capital and Debenture) Rules, 2014 is not  provided, as the Company does not have any equity shares with differential voting rights.

> The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy  on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of  Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the  Rules made there under.

ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the  Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them  for their whole hearted co-operation and support at all times.

By order of the Board of Directors

RAJESH R. GANDHI DEVANSHU L. GANDHI

Chairman and Managing Director Managing Director

Date : 13th August, 2015

Place : Ahmedabad