Intimation under Regulation 30 of SEBI (LODR) Regulations,2015- Postal Ballot Notice.
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Vadilal Enterprises Ltd has issued a Postal Ballot Notice dated 29 March 2025 with e-voting from 11 April 2025 to 10 May 2025, putting six resolutions before shareholders. Two are special resolutions: (1) granting special rights to the promoter Gandhi family (Rajesh, Devanshu, Virendra Gandhi and relatives) under SEBI Regulation 31B, including each branch nominating one director on a board of at least six with three independent directors; and (2) adopting amended and restated Articles of Association. Four are ordinary resolutions: change in terms of appointment for executive directors Rajesh R. Gandhi (DIN: 00009879) and Devanshu L. Gandhi (DIN: 00010146), appointment of Janmajay V. Gandhi (DIN: 02891386) as Executive Director for five years, and appointment of Mansi Vyas (DIN: 01540139) as Independent Director for five years. All items are conditional on the NCLAT/NCLT disposing of long-running promoter family litigation (Company Appeals 221, 223, 338–341, 376, 377 of 2024 and 18 of 2025) on the basis of a Memorandum of Family Settlement.
Shareholders are being asked to approve promoter-friendly changes (special rights, AOA rewrite) tied to a family settlement between the three Gandhi branches; outcome will shape governance and board control. Everything is contingent on tribunal withdrawal of pending litigation, so final implementation depends on those court orders.