STUDY OF CORPORATE GOVERNANCE PRACTICES IN KWALITY LTD

AND VADILAL LTD.

A report submitted to
UKA TARSADIA UNIVERSITY
in Partial Fulfilment of the Requirements for the Degree of
Master of Business Administration
in
040070212 Corporate Governance (Fieldwork)
By

F.Y M.B.A
A

Enrolment No.

Name of Students

12

BrambhattKeyur

24

MullaRahila Ahmed

27

Patel Mitali Niteshbhai

Guided by :
Dr.JiteshParmar / Mr. Manish Pathak,
Assistant Professor, SRIMCA

Department of Management, Shrimad Rajchandra Institute of Management and

Computer Application,
Gopal Vidyanagar, Bardoli, Surat.
July 2016

CERTIFICATE
This is to certify that research work embodied in this report entitled Corporate
Governance

Practices

in

Kwality

Walls

and

Vadilalwas

carried

out

by

Mr.BrahmbhattKeyur (12) ,Ms.MullaRahila (24), Ms.Patel Mitali (27) at Department of

Management, Shrimad Rajchandra Institute of Management and Computer
Application for the partial fulfilment of M.B.Adegree to be awarded by UKA TARSADIA
UNIVERSITY. This research work has been carried out under my supervision and is to my
satisfaction.

Date:
Place:

Signature and name of Supervisor

Signature and name of Principal

DECLARATION

Signature and name of HOD

We hereby certify that we are the sole author of this research work and that neither any part
of this report nor the whole of the report has been submitted for a degree to any other
University or Institution.
We certify that, to the best of our knowledge, our report does not infringe upon anyones
copyright nor violate any proprietary rights and that any ideas, techniques, quotations, or any
other material from the work of other people included in our report, published or otherwise,
are fully acknowledged in accordance with the standard referencing practices.
We declare that this is a true copy of our report, including any final revisions, as approved by
our report review committee.

Date:
Place:

Verified
Signature and name of Supervis

ACKNOWLEDGEMENTS

Signature and name of students

Write this paragraph of your choice. But it must cover Acknowledgements to Dr.Prashant
Joshi, Dean and Professor, Department of Commerce and Management, Corporate
Governance Subject Teacher (Dr.JiteshParmar/Mr. Manish Pathak ANY OTHER FACULTY
NAME WHO HELPED YOU, Company Mentor, Any other Employees and ANY OTHER
PERSON whom you would like to thank.

EXECUTIVE SUMMARY
THIS SHOULD BE OF MAXIMUM 2 PAGES LONG COVERING SUMMARY OF
WHOLE PROJECT. MEANCE IT MUST COVER IN SHORT INTRODUCTION, BRIEF
ABOUT CORPORATE GOVERNANCE PRACTICES OF COMPANY 1, BRIEF ABOUT
CORPORATE GOVERNANCE PRACTICES OF COMPANY 2, COMPARISION OF
CORPORATE GOVERNANCE PRACTICES OF TWO COMPANIES, FINDINGS AND
RECOMMENDATIONS TO COMPANY 1, RECOMMENDATIONS TO COMPANY 2.

TABLE OF CONTENTS

Chapter
No.
-

Particulars
Certificate

Declaration

Acknowledgements

Executive Summary

List of Tables

List of Figures

List of Charts
Introduction

Company 1

Company 2
Study of Corporate Governance Practices
Key Findings

Company 1
Company 2
Recommendations

Company 1

Company 2
Conclusions

References

ANNEXURES

Page Nos.

LIST OF TABLES
Table No.

Title of Table

Page
No.

Table 1.1

LIST OF CHARTS
Chart No.

Title of Chart

Chart 1.1

Sector : Food Industry

Page
No.

Indian Food Industry

Introduction:
The Indian food industry is poised for huge growth, increasing its contribution to world food
trade every year. In India, the food sector has emerged as a high-growth and high-profit sector
due to its immense potential for value addition, particularly within the food processing
industry.
Accounting for about 32 per cent of the countrys total food market, the food processing
industry is one of the largest industries in India and is ranked fifth in terms of production,
consumption, export and expected growth. The total food production in India is likely to
double in the next 10 years with the countrys domestic food market estimated to reach US$
258 billion by 2015.
The Government of India has been instrumental in the growth and development of the food
processing industry. The government through the Ministry of Food Processing Industries
(MoFPI) is making all efforts to encourage investments in the business. It has approved
proposals for joint ventures (JV), foreign collaborations, industrial licences and 100 per cent
export oriented units.
Market Size :
The Indian food and grocery market is the worlds sixth largest, with retail contributing 70
per cent of the sales. It is projected to grow at the rate of 104 per cent, touching US$ 482
billion by 2020.
The Indian food processing industry accounts for 32 per cent of the countrys total food
market, 14 per cent of manufacturing Gross Domestic Product (GDP), 13 per cent of
Indias exports and six per cent of total industrial investment. Indian food service industry is
expected to reach US$ 78 billion by 2018.The Indian gourmet food market is currently
valued at US$ 1.3 billion and is growing at a Compound Annual Growth Rate (CAGR) of 20
per cent. It is expected to cross US$ 2.8 billion by 2015.
The online food ordering business in India is in its nascent stage, but witnessing exponential
growth. The organised food business in India is worth US$ 48 billion, of which food delivery

is valued at US$ 15 billion. With online food delivery players like FoodPanda, Zomato,
TinyOwl and Swiggy building scale through partnerships, the organised food business has a
huge potential and a promising future.
Investments :
According to the data provided by the Department of Industrial Policies and Promotion
(DIPP), the food processing sector in India has received around US$ 6.55 billion worth of
Foreign Investments during the period April 2000September 2015. The Confederation of
Indian Industry (CII) estimates that the food processing sectors have the potential to attract as
much as US$ 33 billion of investment over the next 10 years and also generate employment
of nine million person-days.

Food sector globally:

The U.S. agriculture sector extends beyond the farm business to include a range of farmrelated industries. The largest of these are food service and food manufacturing. Americans
expenditures on food amount to 13 percent of household budgets on average. Among Federal
Government outlays on farm and food programs, nutrition assistance far outpaces other
programs.
Agriculture and agriculture-related industries contributed $835 billion to the U.S. gross
domestic product (GDP) in 2014, a 4.8-percent share. The output of Americas farms
contributed $177.2 billion of this sumabout 1 percent of GDP. The overall contribution
of the agriculture sector to GDP is larger than this because sectors related to agriculture
forestry, fishing, and related activities; food, beverages, and tobacco products; textiles,
apparel, and leather products; food service and drinking placesrely on agricultural inputs in
order to contribute added value to the economy. With a 12.6-percent share, food ranked
third behind housing (33.3 percent).
In 2013, the U.S. food and beverage manufacturing sector employed about 1.5 million
people, or just over 1 percent of all U.S. nonfarm employment.

KWALITY LTD.

Kwality LTD History.

Type

Subsidiary

Industry

Food

Founded

1956

Headquarters

Mumbai, Maharashtra, India

Products

Frozen Dessert

Parent

Hindustan Unilever Limited

Kwality Dairy (India) (KDIL) Indias premier dairy foods company, focuses on building
leadership positions in branded and added value markets across the dairy sector. KDIL
specializes in the storage of milk and related products.
KDIL is ideally situated in the city of Faridabad, in the state of Haryana in Northern India.
With a distance of around an hours drive from Delhi, KDIL operates from six and half acres
of complex. Located in a milk rich belt of India, the company follows a well-formulated and
comprehensive strategy for the procurement of milk on a daily basis.
It has the most ultra modern State of the Art Dairy Machinery and have incorporated the
latest technology to provide its customers the best in India and abroad .To ensure the best
quality KDIL has procured dairy design and key equipment from Alfa Laval India Ltd (Tetra
Pack Group) with design back up from APV AnhydroPasilac AS Denmark.
The plant has a capacity of processing 4,50,000litres of milk per day and with its ongoing
expansion programme is soon going to be increased by another 4,00,000 litres per day. The
plant has a ghee capacity of 1000 Mt per month. The people at KDIL are clearly focused on
quality, efficiency and continual improvement. Each function has been designed with our
customers' interests in mind. By improving our own processes, services and products we
transfer advantages to the people who use our products.
KDIL specializes in the storage of milk and related products. The temperature in the
warehouse remains at -1or below, which is ideal for its storage. An identifying number is
assigned to each load as it arrives at our dock. As it is moved to a specific location for
storage, it is assigned a locator or row number.

It has supplied its goods and won appreciation from renowned companies like Nestle India
Ltd, Hindustan Lever and Mother Dairy, Vadilal Industries Ltd and Smith Kline Beecham to
name a few. The company also exports its products to various countries. With quality,
integrity and technology being the hallmark of its growth the company is today perfectly
poised to face all challenges and obstacles and strive for greater success in the years to come.
Their business philosophy is simple: Serve the needs of the customer by providing
themKwalityproducts.
In

2010

KDIL

launched

'Dairy

Best

In 2012 Kwality Dairy Launched new dairy products - Paneer, Curd & Milk.

Kwality LTD Products:

Skimmed milk powder

Whole milk powder

Dairy whitener

Dairy mix

Ice cream mix

Ghee

Ghee'

Organisational Structure :

Shri. Sanjay Dhingra

(Managing Director)

Dr. R. S.Khanna
(Independant
Director)

Admin

HRD

Shri Siddhant Gupta

(Executive Director)

Marketing

Finance

Shri Arun Srivastava

(Independant Director)

Legal

Accounts

Achievements :

ISO 9001-2000 and HACCP certified company

During the year Ayurvet Knowledge Symposium has awarded Dr. R. S. Khanna,
Director with Integrating Agriculture and Livestock for Sustainability. He received
this award on behalf of the Company on the hands of Late Dr. APJ Abdul Kalam,
Former President of India. Further this company was selected as top Indian Company
in Dun & Bradstreet Corporate Award 2014, under sector Food & Agro Processing.

Last Five Year Performance Of Kwality Ltd :

Attached below in ANNEXURE.

Other Information :
The company is soon going to launch

Rasgula Tin (400 gm) (Sugar Free)

GulabJamun Tin (400 gm) (Sugar Free)

Fresh Paneer (200 gm& 400 gm)

Fresh pasteurized milk in poly packs

Flavored milk

Malted foods

Vadilal Industries LTD.

Vadilal Industries LTD History:

Date of Establishment

1985

Revenue

68.3234 ( USD in Millions )

Market Cap

381.514923 ( Rs. in Millions )

A/801, 8 T H Floor,Time Square Bldg, C.G.

Corporate Address

Road,
Nr.LalBunglow Char Rasta, Navrangpura
Ahmedabad-380009,
Gujarat.

Business Operation

Consumer Food

Financials

Total Income - Rs. 4196.773 Million ( year ending

Mar 2015)

Net Profit - Rs. 0.06 Million ( year ending Mar 2015)

Company Secretary

Darshan Shah

Bankers

Bank of India

Auditors

Kantilal Patel & Co

Vadilal Dairy International Ltd was incorporated on July 20, 1993 , as Super Milk Makers Pvt
Ltd. The main object of the company includes production of IceCreams, Milk, Butter,
Cheese, Ghee, malted milk food, Infant milk food, skimmed milk powder and casein.
The company took up a diversification project to set up an integrated dairy in Sinnar,
Maharashtra to manufacture Milk, butter, cheese, ghee, milkfood, skim milk powder and
casein in 1994. Performance of the company suffered due to problems faced by the Dairy
Division in 1997.
Vadilal was set up when ice cream wasn't even an industry. From selling sodas in 1907,
Vadilal has travelled through four generations of Gandhis.
Initially, the founder Vadilal Gandhi used to make ice cream by the traditional Kothi method,
using a hand-operated machine to churn milk with other ingredients, ice and salt. Home
delivery was also offered back then, with ice creams packed in thermocol boxes.
Vadilal Gandhi who started the soda fountain,passed on the business to his son, RanchodLal
Gandhi , who ran a one-man operation, and, with a hand cranked machine, started a small
retail outlet in 1926. In 1926, Vadilal imported ice-cream making machines.
From a small outlet, Vadilal had expanded to four ice-cream shops before independence and
became popular for its flagship cassata ice cream, which was introduced in the 1950s.
Eventually, RanchodLal's sons, Ramchandra and Lakshman, inherited the business. This
dynamic duo imparted a new vision to the venture and infused a spirit of calculated risk-

taking into the firm. As a result, by the 1970s, the Vadilal Company had already evolved into
a modern corporate entity and had 8-10 outlets in Ahmedabad.
By the late 1970s, Kwality, Joy and Vadilal had a major share of the ice-cream industry that
was opening up to multinationals. The fact that Vadilal's ice cream is vegetarian helped them
remain ahead and lead the industry. Vadilal even ran ad campaigns in the late 1970s
suggesting their ice creams could be consumed even by people observing a fast. In 1984-85
Vadilal started expanding outside Gujarat.
A multinational company tried to buy the company out in 1985 but Vadilal went in for long
haul and decided to go in nationwide. In 1987, Vadilal became the pioneer in installing first
fully automated candy line. In the early 1990s, there was a split in the family, with Shailesh
Gandhi, brother of Rajesh and son of Ramchandra. Both families continue to use the same
brand name but there were territorial restrictions.
In the year 1993, Vadilal purchased the Bareilly unit and made major expansion there. In
1995, Vadilal became first Indian brand to export frozen vegetables to the US market. In 2000
When the entire ice cream industry was going through a low phase. We launched the iconic
1+1scheme in the take home segment "Party Packs" and it was a greatly successful scheme
that it is now an important SKU for all ice cream manufacturers in the country
Today, Vadilal is the country's second-largest ice cream brand by sales. Vadilal has the largest
range of ice creams in the country, with more than 150 flavours sold in more than 300 packs
and forms. A major success factor has been its ability to cater to different market segments
through multiple product ranges.
Vadilal Industries, which has been growing at about 30% annually for the last 10 years, aims
to touch Rs 450 crore this fiscal. Vadilal has a core team of in-house "ice-cream experts" who
taste 15-20 products a day. It has 50,000 dealers across India and 250 VadilalParlors, most
franchisee outlets. Vadilal Industries also entered the processed foods industry in the early
1990s and is today one of the largest players in India.
Vadilal Quick Treat: Treading from processed frozen Mango products in 1990's, Vadilal has
marked milestones in frozen Foods category with multi-faceted growth and an extensive
product portfolio along with expanded manufacturing facility.

The Company launched Badabite, Flingo and Gourmet which created a storm in the Indian
Ice-cream Market in 2011. As Badabite, Flingo and Gourmet (as well as new variants)
continue with the high trajectory growth in 2012 as well with new variants, the Company was
again confronted with huge challenge of sustaining the innovation trends.
In 2013, Vadilal has been voted as the "Most Trusted Icecream brand in India" as per the The
Brand Trust Report-2013. Also, the Economic Times Survey ranked Vadilal among the "Top
20 Food" brands in India.

Vadilal Industries LTD Products:

Ghee: Vadilal quik treat ghee. The VQT ghee is available in 500 ml (452 g) and 15 kg
(16.5 litre) nett.

Chowpaty:Experience the best of traditional Indian sweet kulfiflavor perfected with a

delectable blend of milk, sugar and nuts

Cookies N Cream:Rich Creamy Ice Cream made from fresh Milk and Cream with

freshly baked Cookies in every bite.

Flingo Cones:Flingo is not just a cone. Available in Strawberry Swirl Cake, Choco
Raspberry Crush and Chocolate Disc.

Strawberry swirl cake:Delicious dessert made with fresh skimmed milk and cream
with a strawberry center

Choco raspberry crush: Luscious chocolate dessert made with fresh skimmed milk
and cream with a raspberry center

Chocolate disc:Delectable chocolate dessert made with fresh skimmed milk and
cream with a chocolate center topped with a nutty chocolate disc

Pistachio almond fudge:Delectable pistachio and almond ice cream blended with
luscious chocolate fudge.

Belgian chocolate:The rich unforgettable taste of Belgian chocolate combined with

pure milk ice cream.

Praline n creme:Delicious pure milk ice cream with the crunchy goodness of crushed
caramel.

Saffron delite:Indulgent ice cream made with fresh milk, garnished with exotic
saffron.

Choco brownie dip:Scrumptious ice cream made with fresh milk, cream and
chocolate fudge embellished with chunks of chocolate brownie.

Coffee caramel:Delicious coffee and caramel cream inside a nutty layer of crisp
chocolate crackling.

Double chocolate caramel:Delectable chocolate bar dipped in a silken layer of rich

caramel enveloped in a decadent.

Organisational Structure :

Rajesh R Ghandhi
(Chairman)
Devanshu L Ghandhi

Mamta R Ghandhi

(NED & NID)

(NED & NID)

Darshan Shah
(Company Secretary)

Jayantilal M Shah

Ashish H Modi
(NEID)

(NEID)

Jignesh J shah
(NEID)

Preet P Shah
(NEID)

Achievements :

27 awards over 4 consecutive years at "The Great Indian Ice Cream Contest"
Ranked No. 18th in the Food Products Category by The Economic Times , 2013
Vadilal Industry Certification: ISO 9001: 2000
Vadilal Quick Treats Unit is certified with BRC, ISO 9001:2008, ISO 22000:2005
Voted as India's Most Trusted brand in the ice cream category by Trust Research
Advisory Board.

Last Five Year Performance.

Attached in ANNEXURE.

Other Information :
Production Capacity :

Candies Made Per Day 1000000

Icecream Cups Made Per Day 800000
Cones Made Per Day 600000

Expected Expansion:

5,000 new sales outlets planned in FY16

50 new branded ice cream parlors and 50 more distributors expected to be added in

FY16
Investments in new technologies

STUDY OF CORPORATE GOVERNANCE PRACTICES.

Clause 49 for Indian Companies:

Corporate Governance constituted by the Securities Exchange Board of India ( SEBI) in
1999. Clause 49 of the SEBI guidelines on Corporate Governance as amended on 29
October 2004 has made major changes in the definition of independent directors,
strengthening the responsibilities of audit committees, improving quality of financial
disclosures, including those relating to related party transactions and proceeds from public/
rights/ preferential issues, requiring Boards to adopt formal code of conduct, requiring
CEO/CFO certification of financial statements and for improving disclosures to

shareholders. Certain non-mandatory clauses like whistle blower policy and restriction of
the term of independent directors have also been included.
As per Clause 49, for a company with an Executive Chairman, at least 50 per cent of
theboard should comprise independent directors. In the case of a company with a nonexecutive Chairman, at least one-third of the board should be independent directors.
Clause 49 requires all companies to submit a quarterly compliance report to stock
exchange in the prescribed form. The clause also requires that there be a separate section
on corporate governance in the annual report with a detailed compliance report.

Section I. A brief statement on companys philosophy on code of

governance:
Kwality Ltd :
Kwality Limited choose to adopt a governance system inspired by the principles of
integrity and transparency, consistent with statutory requirements and the relevant rules and
regulations, and in line with the recommendations of the Corporate Governance Code for
listed companies. The upgrades made to the Groups governance in recent months are
indicative of the commitment of the new Board of Directors to bring the group in line with
best practices. Recently, the Securities and Exchange Board of India (SEBI) sought to
amend the equity listing agreement to bring in additional corporate governance norms for
listed entities. These norms provide for stricter disclosures and protection of investor
rights, including equitable treatment for minority and foreign shareholders. Many of the

Section VII. Means of communication:

i. Quarterly results:

INCOME
Net Sales Turnover
Other Income
Total Income

KWALITY LTD.
Dec'15
Sep'15

Jun'15

Mar'15

Dec'14

VADILAL INDUSTRIES LTD.

Dec'15 Sep'15 Jun'15 Mar'15

Dec

1441.23
4.76
1445.99

1411.36
0.33
1411.69

1358.77
6.97
1365.74

1286.22
3.47
1289.69

68.25
.20
68.45

65.9
.76
66.7

1432.97
8.65
1441.62

103.47
.19
103.67

183.01
.30
183.31

77.97
.87
78.85

EXPENSES
Stock Adjustments
Raw
Material
Consumed
Power and Fuel
Employee Expenses
Administration
and
Selling Expenses
Research
and
Development
Expenses
Expenses Capitalized
Other Expenses
Provisions Made
TOTAL EXPENSES
Operating Profit
EBITDA
Depreciation
EBIT
Interest
EBT
Taxes
Profit and Loss for the
Year
Extraordinary Items
PriorYearAdjustment
Other Adjustment
Reported PAT
KEY ITEMS
Reserves Written Back
Equity Capital
Reserves and
Surplus
Equity Dividend Rate
Agg.
Non-Promoter
Share(Lakhs)
Agg.
Non-Promoter
Holding (%)
Government Share
Capital
Adequacy
Ratio
EPS(Rs.)

19.41

72.01

27.44

-37.20

-46.42

3.11

.54

7.43

-12.18

12.2

980.32

790.13

810.58

981.48

892.70

38.52

56.32

93.13

55.71

35.2

.00
9.84

.00
8.07

.00
5.56

.00
6.01

.00
6.19

.00
6.11

.00
6.43

.00
5.07

.00
4.79

.00
5.20

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00
338.98
.00
1348.55
92.68
97.44
5.82
91.62
38.69
52.92
15.52

.00
476.16
.00
1346.36
86.60
95.25
5.62
89.63
39.43
50.20
12.30

.00
475.86
.00
1319.44
91.92
92.25
5.98
86.27
38.17
48.10
12.51

.00
327.28
.00
1277.58
81.19
88.15
6.43
81.72
37.95
43.77
9.63

.00
351.89
.00
1204.36
81.87
85.33
6.20
79.14
34.92
44.22
8.09

.00
23.18
.00
70.92
-2.67
-2.47
3.10
-5.56
5.02
-10.58
-3.66

.00
27.41
.00
90.70
12.77
12.96
3.30
9.67
5.05
4.62
1.60

.00
35.54
.00
141.16
41.84
42.14
3.64
38.50
5.84
32.66
11.30

.00
23.37
.00
71.69
6.29
7.16
3.58
3.58
6.85
-3.28
-.99

.00
18.9
.00
71.6
-5.6
-4.8
3.31
-8.1
6.10
-14.
-4.7

37.40

37.90

35.59

34.14

36.12

-6.92

3.02

21.36

-2.29

-9.5

.00
.00
.00
37.40

.00
.00
.00
37.90

.00
.00
.00
35.59

.00
.00
.00
34.14

.00
.00
.00
36.12

.00
.00
.00
-6.92

.00
.00
.00
3.02

.00
.00
.00
21.36

.00
.00
.00
-2.29

.00
.00
.00
-9.5

.00
21.87

.00
21.87

.00
21.87

.00
20.32

.00
20.32

.00
7.19

.00
7.19

.00
7.19

.00
7.19

.00
7.19

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

665.76

665.76

665.76

665.76

510.32

.00

24.96

25.00

25.05

25.0

30.44

30.44

30.44

30.44

25.12

.00

34.72

34.79

34.85

34.8

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

.00

1.71

1.73

1.63

1.56

1.78

NaN

4.20

29.72

-3.18

-13.

ii. Newspapers wherein results normally published:

Kwality ltd.
Vadilal Industries ltd.
Results of the company are published by Results of the company are published
Economic Times and The Hindu Business by Economic Times, The Hindu

Line.

Business Line and Business Standards.

iii. Any website, where displayed:

The websites where these all informations of Kwality ltd. and Vadilal industries ltd. is
displayed:

www.moneycontrol.com
www.cbi.com

Section IX. General Shareholder information:

AGM
MEETING
Date,
Venue

KWALITY LTD.

VADILAL INDUSTRIES LTD.

Time, 30/09/2015, 9:30am, lavanya, 28/09/2015, 2.00pm, GICEA, Gajjar

G.T.Karnal
Road,
Palla Hall, Nirman Bhavan, opp. Law Garden,
Bakhatavarpur Mord, Alipur, Ellisbridge, Ahmedabad-380006
Delhi-110036
Financial Year 30/06/2014 31/03/2015
30/06/2014 31/03/2015
Date Of Book 25/09/2015 - 30/09/2015
18/09/2015 - 28/09/2015

Closure
Dividend
Payment Date

Within 30 days of declaration

Within 30 days of declaration

v. Listing on Stock Exchanges:

KWALITY LTD.
Equity share of the company are currently
Listed on BSE & NSE of India ltd.
The company has paid the annual listing fees
for the year 2015-16.
The company is listed with the symbol
KWALITY and the ISIN- IN775B01025.

VADILAL INDUSTRIES LTD.

The Companys shares are listed at the BSE
Limited (BSE) and National Stock Exchange
of India Limited (NSE).
Listing fees up to the Financial Year 20152016 has already been paid to the above
Stock Exchanges.
The Annual Custody/Issuer fee for the year
2015-16 has also been paid by the Company
to NSDL and CDSL.

vi. Stock Code :

KWALITY LTD.
BSE- 531882
NSE- INE775B01025

VADILAL INDUSTRIES LTD.

- BSE Limited : 519156
- National Stock Exchange of (India) Limited
: VADILALIND-EQ
- ISIN No. of NSDL & CDSL for demat of
Equity Shares : INE694D01016

vii. Market Price Data:

The monthly High, Low and Closing Prices of Shares of the Company at BSE Limited,
(BSE), for the year under review are as under:
Months
April, 2014

KWALITY LTD.
High(rs.)
Low(rs.)
38.90
28.90

VADILAL INDUSTRIES LTD.

High(rs.)
Low(rs.)
183.55
145.60

May, 2014
June, 2014
July, 2014
August, 2014
September, 2014
October, 2014
November, 2014
December, 2014
January, 2015
February,2015
March, 2015

38.20
57.30
58
53.45
53
51.40
41.55
47.30
44.45
45.40
43

27.60
35.25
45
44.70
45
45
44.56
36.25
36.20
37.45
35.25

200
217.85
225
260.90
255
217.90
313.70
303.55
280
267.40
274.60

163.10
180
190
191.20
208
196.05
186.70
242
229.95
230.30
234.40

viii. Performance in comparison to broad-based indices such as BSE

Sensex, CRISIL index etc :
KWALITY LTD.: Not Available
VADILAL INDUSTRIES LTD :

ix. Registrar and Transfer Agents:

KWALITY LTD.
Beetal Financial & Computer Services ltd.
Beetal house, 3rd follr, 99 Madangir,
Behind Local Shopping Center, Near Dada
Harsukhdas Mandir, New Delhi-110062

VADILAL INDUSTRIES LTD.

MCS Share Transfer Agent Ltd. at 101,
Shatdal Complex, 1st Floor, Opp. Bata Show
Room, Ashram Road, Ahmedabad-380 009.

Phone No.: 91-11-29961281-83

Fax: 91-11-29961284
Email:
beetal@beetalfinancial.com,
beetalrta@gmail.com

x. Share Transfer System:

KWALITY LTD.
With a view to expedite the process of share
transfer, Share Transfer Committee was
constituted as per the requirement of listing
agreement and enter into an agreement with
RTA for approval of transfer. The share in
physical mode received for the transfer is
transferred
expeditiously
subject
to
completion of appropriate regulatory
formalities. Confirmation in the respect for
the Dematerialization of the shares is
expeditiously sent to the respective
depositories i.e. NSDL and CDSL.

xi. Distribution of shareholding:

KWALITY LTD :

VADILAL INDUSTRIES LTD.

Presently, the requests for share transfer,
which are received by the Company or its
Registrar & Share Transfer Agent, in physical
form, from the shareholders, are processed
and the share certificates are returned to the
shareholders, within a period of 15 days from
the date of receipt of such request for
transfer, subject to the documents being valid
and complete in all respects. The Share
Transfer & Investors Grievance Committee
of the Company normally meets twice a
month to approve the transfer, issue of
duplicate share certificates, consolidation and
splitting of shares etc.

No. of Shares

1-5000
5001-10000
10001-20000
20001-30000
30001-40000
40001-50000
50001-100000
100000 & above

No. of Shareholders
Total
% of
Holder
20427
96.01
517
2.43
159
0.75
54
0.25
26
0.12
16
0.08
30
0.14
46
0.22

No. of Equity Shares

Share Total
% of
Capital
13117575
5.9981
3560114
1.6276
2384438
1.0901
1341621
0.6134
908467
0.4153
711439
0.3253
2254770
1.0308
194450051
88.8994

Share

VADILAL INDUSTRIES LTD :

No. of shares
1-500
501-1000
1001-2000
2001-3000
3001-4000
4001-5000
5001-10000
10001-50000
50001-100000
100001 & above
Total:

No. of share holders

10502
247
117
51
14
12
39
23
6
11
11022

No. of shares
780557
205603
178248
135051
48162
53760
299441
413477
402122
4671949
7187830

% of shares
10.86
2.85
2.48
1.88
0.67
0.75
4.17
5.75
5.59
65
100

xii. Dematerialization of shares and liquidity:

KWALITY LTD :
The trading of shares of the company are in compulsory demat and are available for trading
in the both depositary system, i.e. NSDL and CDSL. As on 31 st March 2015, 89.68% of the
companys total listed representing 19,61,51,150 shares was held in dematerlizated form and
the balance 10.32% comprising 1,25,79,325 shares were held in physical form.
Under the depositary system, the International Securities Identification Number (ISIN)
allotted to the company is INE775B01025.

VADILAL INDUSTRIES LTD :

The Company, consequent to introduction of Depository System (DS), has established an

electronic connectivity with NSDL & CDSL, Depositories. Members, therefore, have the
option of holding and dealing in the shares of the Company in electronic form through NSDL
and CDSL. In view of the numerous advantages offered by the DS, members are requested to
avail the facility of dematerialization of the Companys shares on either of the Depositories as
aforesaid. If you wish to maintain your shareholding in the electronic form by joining DS,
you will have to open an account with a Depository Participant (DP), who are agents of
NSDL or CDSL and lodge your share certificates with your DP for Dematerialization. The
DP will then ensure that the physical share certificates are cancelled and after verification by
the Company, an equivalent number of shares will be credited to your account with the DP in
the electronic form. You are also permitted under the DS to reconvert your electronic
shareholding into the physical form of share certificates by a process of Rematerialization. It
may be noted that the DP would charge the investors for its services, which may vary from
one DP to another. It is reiterated that requests for Dematerialization and Rematerialisation
are to be made only to the DP with whom you have opened an account and not directly to the
Company or its Registrar & Share Transfer Agent. Total 6755177 Equity Shares of the
Company representing 93.98% of the total paid-up capital of the Company have been
dematerialized up to 31-03-2015. Trading in Equity Shares of the Company is permitted only
in dematerialized form as per notification issued by SEBI.

xiii. Outstanding GDRs/ADRs/Warrants or any Convertible instruments,

conversion date and likely impact on equity:
KWALITY LTD.:
During the year, the company has on preferential basis allotted 3,10,88,082 convertible
Warrants, out of which 1,55,44,041 Warrants are converted into equivalent numbers of Equity
Shares of face value of Re 1 each and 1,55,44,041 Warrants of Rs 48.25 each amounting to
Rs 7500 lacs are still pending for conversion, for which company has already received 25%
of the value of Warrants.
VADILAL INDUSTRIES LTD.:
Not Applicable

xiv. Plant Locations:

KWALITY LTD.:
Village Softa, Tesil & dist. Palwal,
Faridabad, Haryana-121004
Bakra Mandi, Ajmer, Rajasthan,
Village Kumarherha, NH-73, Saharanpur,
UP.
Village Jarar, Tehsil Bah, Dist. Agra, UP.

VADILAL INDUSTRIES LTD.:

Village
Pundhra,
Taluka
Mansa,
Dist.Gandhinagar(Gujarat)
Parsakhera Industrial Area, Bareilly, Uttar
Pradesh.
Dharampur, Dist. Valsad (Gujarat)
Vadilal House, Navrangpura, Ahmedabad
(Gujarat)

xv. Address for correspondence:

KWALITY LTD.:
The Company Secretary
Kwality Limited,
Kwality House, F-82, Shivaji Place,
Rajouri Garden,
New Delhi-110027.
(Phone :011-47006500)

Key Findings:
Section II
Kwality Walls:

VADILAL INDUSTRIES LTD.:

The Registrar of Companies, Gujarat, ROC
Bhavan, Opp. Rupal Park, Behind Ankur Bus
Stand, Naranpuura, Ahmedabad - 380 013.
(Phone : 079 - 27438531, 27437597)