Hi @hakim_yamin
Could you elaborate on the hoardings part? Photos, location, etc??
The stock performance has been frustrating. Looking for reason to not sell at such valuations!!
Like I show on many highway hotel vadilal deepfreeze, new board, i think on highway hotel if we are with kids and they want ice cream then nobody going for any specific brand we just going to available and purchase, and many new stores I see new vadilal deepfreeze, hocco and havemore ahead of vadilal but valuation wise I don’t see much downside
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Anyone has any idea about yesterday’s 20th Nov court hearing? Any decision taken?
Vadilal promoter group entered into and agreement to resolve any pending litigations.
Attached is the stock exchange filing from vadilal.
How do you see it’s impact on the share price or share price to earning multiple?
0572c304-ff59-4b08-a39d-0c3378c65195.pdf (7.0 MB)
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Family Arrangement and Dispute Resolution
The Gandhi family members have entered into a memorandum of family arrangement to settle inter-se disputes and restructure the management of Vadilal Industries Limited. This agreement aims to:
- Maintain equality of interests and participation among all promoters
- Maximize shareholder value
- Establish a more robust framework of corporate governance
- Professionalize the management of the company
Brand Ownership and Merger
To secure the continued use of the “Vadilal” brand, which is crucial for the company’s market presence, the following steps will be taken:
- The ownership of the brand will be transferred to Vadilal Industries Limited
- Three promoter-owned companies will be merged into Vadilal Industries Limited:
- Vadilal Finance Company Private Limited (VFCPL)
- Veronica Constructions Private Limited (VCPL)
- Vadilal International Private Limited (VIPL)
Board Restructuring and Management Changes
The board of directors has approved several changes, subject to shareholder approval and the resolution of ongoing legal matters:
- Amendment of the articles of association to incorporate terms of the family arrangement
- Resignations of key personnel:
- Mr. Kalpit R. Gandhi (CFO and non-executive director)
- Mr. Rajesh R. Gandhi (Managing Director)
- Mr. Devanshu L. Gandhi (Managing Director)
- Mrs. Deval D. Gandhi (non-executive director)
- New appointments:
- Mr. Janmajay V. Gandhi (executive director)
- Mr. Gaurav Marathe (non-executive director)
- Ms. Shalini Raghavan (independent director)
- Mr. Shivakumar Dega (independent director)
- Mr. Nagarajan Sivaramakrishnan (independent director)
- Mr. Rajesh Pandya (additional director, non-executive)
Corporate Governance Enhancements
- Adoption of new policies:
- Amended dividend distribution policy
- Policy for appointment of independent directors
- Policy for appointment of professional management personnel
- Board composition:
- Each of the three Gandhi family branches will have the right to appoint one director
- The board will have at least seven directors, with a majority not being Gandhi family members
- Four non-executive directors, including at least three independent directors
- Committee representation:
- One nominee director from each family branch on a rotational basis in each board committee
- Equal representation of each family branch on the boards of all subsidiaries
Legal and Regulatory Aspects
The restructuring is subject to:
- Shareholder and creditor approvals
- Regulatory approvals from stock exchanges, SEBI, and the National Company Law Tribunal (NCLT)
- Resolution of ongoing legal matters, including the withdrawal of various appeals before the National Company Law Appellate Tribunal (NCLAT)
These changes represent a significant shift in the management and ownership structure of Vadilal Industries Limited, aiming to professionalize the company’s operations while maintaining the founding family’s involvement in a more structured manner1.
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May be the dust is settling now here
- The Gandhi family members have entered into a memorandum of family arrangement to settle their inter-se disputes and restructure the management of Vadilal Industries Limited. This agreement aims to maintain equality of interests among all promoters while maximizing shareholder value
- The family seeks to separate ownership from management to achieve greater heights and ensure robust corporate governance
- Each of the three family branches will appoint one director to the board, ensuring that the majority of the board consists of non-family members, including at least three independent directors
- Mr. Rajesh R. Gandhi, Mr. Devanshu L. Gandhi, and Mrs. Deval D. Gandhi will resign from their current positions. New appointments include Mr. Janmajay V. Gandhi as an executive director, and several independent directors such as Ms. Shalini Raghavan, Mr. Shivakumar Dega, and Mr. Nagarajan Sivaramakrishnan
- The company plans to merge Vadilal Finance Company Private Limited, Veronica Constructions Private Limited, and Vadilal International Private Limited into Vadilal Industries Limited. This merger is subject to shareholder and regulatory approvals
- The merger aims to bring the ownership of the “Vadilal” brand under the company, which is currently used under a non-exclusive license from a promoter group entity
- The company will adopt policies for the appointment of independent directors and professional management personnel to enhance corporate governance.
And on the business front June is generally the biggest quarter because of the domestic business + there are expectations of a stronger heatwaves in India this summer!
Good business triggers + corporate governance overhang is settling off! Can be a good name to track on
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will this transform current ice cream focussed company into a conglomerate having finance and construction businesses also?
Post-merger, promoter shareholding will rise from 64.73% to 72.34%, potentially reducing stock liquidity.
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Not as such from my POV but will simplify the corporate structure as this are small segments and not the key focus areas.
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