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Vimal Oil and Foods Ltd.

BSE: 519373 Sector: Industrials
NSE: VIMALOIL ISIN Code: INE067D01015
BSE 00:00 | 13 Jan Vimal Oil and Foods Ltd
NSE 05:30 | 01 Jan Vimal Oil and Foods Ltd
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VOLUME 1000
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52-Week low 0.00
P/E 4.37
Mkt Cap.(Rs cr) 7
Buy Price 4.89
Buy Qty 10.00
Sell Price 4.66
Sell Qty 400.00
OPEN 4.89
CLOSE 4.89
VOLUME 1000
52-Week high 4.89
52-Week low 0.00
P/E 4.37
Mkt Cap.(Rs cr) 7
Buy Price 4.89
Buy Qty 10.00
Sell Price 4.66
Sell Qty 400.00

Vimal Oil and Foods Ltd. (VIMALOIL) - Director Report

Company director report

To

The Members Vimal Oil & Foods Ltd.

The Twenty Seventh Annual Report with the Audited Financial Statement for the financialyear ended March 312019 is as under.

FINANCIAL SUMMARY:

(Rs in Lakhs)

Standalone

Consolidated

Particulars 31/03/2019 31/03/2018 31/03/2019 31/03/2018
Sales Including Other Income 2054.49 42268.94 2114.06 47177.58
Profit Before Interest Depreciation & Taxation 333.06 (13750.71) 334.89 (13733.40)
Interest & Financial charges 122.60 767.73 122.85 768.21
Depreciation 456.45 653.06 456.93 653.39
Profit before Taxation & Extra-Ordinary Items (246.00) (15171.50) (244.89) (15155.00)
Exceptional Item 1069.80 4328.02 1069.80 4328.02
Profit before Taxation (1315.80) (19499.52) (1314.69) (19483.03)
Provision For Taxation including Deferred Tax 98.76 150.83 98.40 149.76
Profit After Tax (1217.04) (19348.69) (1216.29) (19333.27)
Less: Adjustment Related to Fixed Assets 0.00 0.00 3.05 0.00
Adding Thereto: Balance B/F From Previous Year (77196.38) (57847.69) (77189.18) (57856.12)
Amounts Available For Appropriation Addition: (78413.42) (77196.38) (78408.52) (77189.39)
Dividend & Dividend Tax (P.Y. Reversal) 0.00 0.00 0.00 0.00
Short provision for Income Tax (Appropriations): 0.00 0.00 0.00 0.21
Dividend & Dividend Tax 0.00 0.00 0.00 0.00
General Reserve 1148.58 1148.58 1148.58 1148.58
Security Premium Reserve 6308.10 6308.10 6308.10 6308.10
Preference Share Equity Component 89.15 89.15 94.64 94.64
Balance carried Forward (70867.59) (69650.56) (70857.19) (69637.86)

Corporate Insolvency Resolution Process (CIRP)

The Hon'ble National Company Law Tribunal (NCLT) Ahmedabad bench vide order December19 2017 has admitted the reference for initiation of Corporate Insolvency ResolutionProcess (CIRP) under of the Insolvency and Bankruptcy Code 2016 (IBC). According to thesaid order Mr. Abhay Manudhane has taken charge as Interim Resolution Professional (IRP)on December 23 2017. Thereafter on January 22 2018 Mr. Abhay Manudhane IRP appointedas Resolution Professional (RP) by Committee of Creditors. As per section 17 of the IBCthe powers of the Board of Directors stands suspended and such powers have vested with theRP appointed as said. The Company is currently under the control of ResolutionProfessional deputed by the Hon'ble NCLT with effect from December 19 2017 for a periodof 6 (Six) Months. On application made to the Hon'ble NCLT on June 16 2018 the Companyhas been granted a further extension period of 90 Days in the CIRP by the Hon'ble NCLT.Thereafter The Resolution plans received were put up to the Committee of Creditors intheir meeting held on September 10 2018. Since the Resolution Plans were not approved inthe e-voting held after meeting the Resolution Professional has filed application forliquidation as per provisions of section 33 of insolvency and Bankruptcy Code 2016. Theapplication is pending before Hon'ble NCLT Ahmedabad for direction.

TRANSFER TO RESERVE

In view of losses incurred by the Company during the financial year no amount has beentransferred to the General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 312019 was 3002 Lakhs. During the yearunder review the Company has not issued any shares. The Company has not issued shareswith differential voting rights. It has neither issued employee stock options nor sweatequity shares and does not have any scheme to fund its employees to purchase the shares ofthe Company.

DIVIDEND

In view of losses incurred by the Company during the financial year 2018-19 theCompany does not recommend any dividend on Equity Shares and on Preference Shares for theyear ended on March 312019.

FIXED DEPOSIT

The Company neither accepted nor invited any deposit from the public within themeaning of Section 73 of the Companies Act 2013 and the rules made thereunder as amendedfrom time to time.

NATURE OF BUSINESS

The Company is engaged in the business of manufacturing trading & job work ofrefining edible oils with a strong focus on quality. Vimal Oil & Foods Limited isalways committed to quality and integrity and that's what is reflected in its productsthat never fail to delight its customers. Further during the year 2018-19 there was nochange in the nature of business of the Company.

LISTING

I. The Company's Shares are listed on the BSE Limited Mumbai (BSE) and the NationalStock Exchange of India Limited Mumbai (NSE).

ii. For the year 2018-19 the Company has paid annual listing fee to BSE and NSE.

SUBSIDIARIES

M/s. Brinda Exports Limited continues to remain subsidiary of the Company. During thefinancial year 2018-19 the Company reviewed the affairs of the subsidiary. In accordancewith Section 129 of the Companies Act 2013 the Company has prepared ConsolidatedFinancial Statement of the Company as on March 312019 which forms part of this AnnualReport.

Further a statement containing the salient features of the Financial Statement of oursubsidiary in the prescribed format AOC-1 is set out in an annexure as ‘Annexure 1'to this Boards' Report. The statement also provides the details of performance financialpositions of the subsidiaries.

In accordance with the Section 136 of the Companies Act 2013 the Audited FinancialStatement including the Consolidated Financial Statement as on March 31 2019 and relatedinformation of the Company and Audited Financial Statement of the Subsidiary areavailable on the website of the Company i.e. www.vimaloil.com.These documents will also beavailable for inspection during business hours at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of the Company have been prepared in accordancewith the provisions of the Companies Act 2013 as per Regulation 34(2)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and as per Ind AS 110- Consolidated Financial Statement as prescribed by the Institute of CharteredAccountants of India and has been included as part of this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 read withthe Notification no. S.O. 3838(E) dated 31.07.2018 issued by the Ministry of Corporate ofAffairs the extract of the Annual Return for the financial year ended March 312019 madeunder the provisions of Section 92(3) of the Companies Act 2013 as amended from time totime is available on the website of the Company i.e.http://vimaloil.com/wp-content/uploads/2019/10/Annual-Return-31.03.2019.pdf .

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

• BOARD OF DIRECTORS

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and interms of the Articles of Association of the Company Shri Jayesh C. Patel (DIN: 00027767)Director of the Company retires by rotation at the ensuing Annual General Meeting and iseligible for re-appointment.

Shri Ditin N. Patel has resigned as Independent Director of the Company with effectfrom 30/07/2019. The Board placed on record its appreciation for the valuable servicesrendered by Shri Ditin N. Patel during his tenure.

Presently the Board of Directors of the Company comprise of Three Directors ShriJayeshbhai C. Patel (Managing Director) Shri Mukeshbhai N. Patel (Independent Director)and Smt. Mona J. Acharya (Non Executive Woman Director).

The information of Director(s) seeking appointment / re-appointment details pertainingto brief and expertise in functional area is furnished in the notes.

• DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the requirement of Section 149(7) of the Companies Act 2013 theIndependent Directors have submitted their declaration to the Board that they meet thecriteria of independence as stipulated in Section 149(6) of the Companies Act 2013.

* Note: The Hon'ble National Company Law Tribunal (NCLT) Ahmedabad bench vide orderDecember 19 2017 has admitted the reference for initiation of Corporate InsolvencyResolution Process (CIRP) under of the Insolvency and Bankruptcy Code 2016 (IBC).According to the said order Mr. Abhay Manudhane has taken charge as Interim ResolutionProfessional (IRP) on December 23 2017. And thereafter on January 22 2018 Mr. AbhayManudhane IRP appointed as Resolution Professional (RP) by Committee of Creditors. TheCompany is currently under the control of Resolution Professional deputed by the Hon'bleNCLT with effect from December 19 2017 for a period of 6 Months. On application made tothe Hon'ble NCLT on June 16 2018 the Company has been granted a further extension periodof 90 Days in the CIRP by the Hon'ble NCLT. Thereafter the Resolution plans received wereput up to the Committee of Creditors in their meeting held on September 10 2018. Sincethe Resolution Plans were not approved in the e-voting held after meeting the ResolutionProfessional has filed application for liquidation as per provisions of section 33 ofinsolvency and Bankruptcy Code 2016. The application is pending before Hon'ble NCLTAhmedabad for direction.

• KEY MANAGERIAL PERSONNEL

Shri Jitendra M. Patel is the Chief Financial Officer of the Company.

Shri Ashishkumar Gautambhai Patel Company Secretary (KMP) and Compliance Officer ofthe Company have resigned with effect from 31/05/2019. The Board placed on record itsappreciation for the valuable services rendered by Shri Ashishkumar Gautambhai Patelduring his tenure.

ANNUAL PERFORMANCE EVALUATION

In compliance with the provision of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has carried outthe annual performance evaluation of the Directors individually as well as the evaluationof its committees and reported under the Report on Corporate Governance as annex hereto.

MEETINGS OF BOARD

The Company is under the Insolvency Resolution proceedings in accordance with the IBC2016 since 19/12/2017 (Ref. NCLT Ahmedabad Order dated 19/12/2017). As per section 17 ofthe IBC the powers of the Board of Directors stands suspended and such powers have vestedwith the Resolution Professional (i.e. Mr. Abhay N Manudhane). The Company is currentlyunder the control of Resolution Professional deputed by the Hon'ble NCLT with effect fromDecember 19 2017 for a period of 6 (Six) Months. Further on application made to theHon'ble NCLT on June 16 2018 the Company has been granted a further extension period of90 Days in the CIRP by the Hon'ble NCLT.

Thereafter The Resolution plans received were put up to the Committee of Creditors intheir meeting held on September 10 2018. Since the Resolution Plans were not approved inthe e-voting held after meeting the Resolution Professional has filed application forliquidation as per provisions of section 33 of insolvency and Bankruptcy Code 2016. Theapplication is pending before Hon'ble NCLT Ahmedabad for direction.

BOARD COMMITTEE

The Board of Directors of your Company had already constituted various Committees incompliance with the provisions of the Companies Act 2013 and/or Listing Regulations viz.Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee Corporate Social Responsibility Committee. The said committees arere-constituted as and when required. All decisions pertaining to the constitution ofCommittees appointment of members and fixing of terms of reference / role of theCommittee are taken by the Board of Directors.

Details of the role and composition of these Committees including the number ofmeetings held during the financial year and attendance at meetings are provided undersection "Report on Corporate Governance" of Annual Report.

Note: The Company is under the Insolvency Resolution proceedings in accordance with theIBC 2016 since 19/12/2017 (Ref. NCLT Ahmedabad Order dated 19/12/2017). As per section17 of the IBC the powers of the Board of Directors stands suspended and such powers havevested with the Resolution Professional (i.e. Mr. Abhay N. Manudhane). The Company iscurrently under the control of Resolution Professional deputed by the Hon'ble NCLT witheffect from December 19 2017 for a period of 6 (Six) Months. Thus the Meeting of theCommittees is not held in the last quarter of the financial year 2017-18. Further onapplication made to the Hon'ble NCLT on June 16 2018 the Company has been granted afurther extension period of 90 Days in the CIRP by the Hon'ble NCLT. Thereafter TheResolution plans received were put up to the Committee of Creditors in their meeting heldon September 10 2018. Since the Resolution Plans were not approved in the e-voting heldafter meeting the Resolution Professional has filed application for liquidation as perprovisions of section 33 of insolvency and Bankruptcy Code 2016. The application ispending before Hon'ble NCLT Ahmedabad for direction.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub section (3) Section 134 of the Companies Act 2013:

(a) that in the preparation of the annual accounts for the year ended March 312019the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(b) that we have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at March 312019 and of the profits of thecompany for the year ended March 312019;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

AUDITORS AND AUDIT

• Statutory Auditors

M/s. S. D. Mehta & Co. Chartered Accountants Ahmedabad (Firm Registration No.137193W) was appointed as Statutory Auditors of the Company at the 23rd Annual GeneralMeeting held on 30th September 2015 to hold office till the conclusion of the 28thAnnual General Meeting of the Company for a term of five (5) consecutive years.

There are no qualifications or adverse remarks in the Statutory Auditors' Report forthe financial year 2018-19 which require any clarification/explanation. The Notes onfinancial statements are self explanatory if any and needs no further explanation. 0Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time the Board of Directors appointed Shri Bharat PrajapatiPracticing Company Secretary Ahmedabad as Secretarial Auditor to conduct the SecretarialAudit of the Company for Financial Year 2018-19. The Report of the Secretarial AuditReport is set out in an annexure as ‘Annexure 2' to the Boards' Report.

There are no qualifications or adverse remarks in the Secretarial Auditors' Reportwhich require any clarification/explanation. The Notes on financial statements are selfexplanatory if any and needs no further explanation.

• Cost Auditor

During the financial year 2019-20 the Company has started job-work of refining andprocessing of edible oil and other related food products. The said job-work of refiningand processing of edible oil and other related food products is not covered under thepurview of the provisions of Section 148 (3) of Companies Act 2013 read with TheCompanies (Cost Records and Audit) Amendment Rules 2014 as amended from time to timetherefore the Company not requires to appoint Cost Auditor for the financial year2019-20. The filling of Cost Audit Report for the financial year 2017-18 is in process.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time is set out in an annexureas ‘Annexure 3' to this Boards' Report.

The particulars of employees falling under the purview of Section 197 read with Rule5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are NIL.

INDUSTRIAL RELATIONS

The Company's relations with its employees remained cordial throughout the year. TheDirectors wish to place on record their deep appreciation of the devoted services byworkers staff and executives of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the financial year 2018-19 the Company has not given any Loans / Guarantees andmade Investments as covered under the provisions of Section 186 of the Companies Act2013.

RELATED PARTY TRANSACTIONS

All the transactions entered into with related parties as defined under the CompaniesAct 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 if any during the period under review were in the ordinary course ofbusiness and on an arm's length price basis. Such transactions have been approved by theAudit Committee.

The Board of Directors of the Company has formulated the Policy on Related PartyTransactions. Such Policy is available on the website of the Companyi.e.http://www.vimaloil.com/pdf/Codes%20and%20Policies/Related%20Party%20Policy.pdf.

During the Financial Year 2018-19 the Company did not have any material pecuniaryrelationship or transactions with NonExecutive Directors. In the preparation of FinancialStatement the Company has followed the Accounting Standards. The significant accountingpolicies which are applied have been set out in the Notes to Financial Statement. TheBoard has received disclosures from Key Managerial Personnel relating to materialfinancial and commercial transactions where they and/or their relatives have personalinterest. There are no materially significant related party transactions which havepotential conflict with the interest of the Company at large.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION AFTER THE END OFFINANCIAL YEAR

There are no material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and to the date of this report.

DEFAULT IN REPAYMENT OF BORROWINGS

The Company has defaulted in repayment of dues to Banks as mentioned in Note No. 8 ofAnnexure A of Independent Auditors' Report. Some of the Bank has issued SRAFAESI noticesand filled the Original Application for recovery of their dues with The Debt RecoveryTribunal - I Ahmedabad and the Company has also filled suitable replies as mentioned inNote No. 5.8 of Notes on Financial Statements. Further On an application made by Bank ofBaroda against the company The Hon'ble NCLT Ahmedabad vide order dated 19/12/2017 hasadmitted the reference for initiation of Corporate Insolvency Resolution Process (CIRP)under the Insolvency and Bankruptcy Code 2016 (IBC) as mentioned in Note No. 1 of Noteson Financial Statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREING EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under the Companies (Accounts) Rules 2014 are set outin ‘Annexure 4' to this Board's Report. CORPORATE GOVERNANCE

The Company is committed to maintain the standards of Corporate Governance and adheresto the Corporate Governance requirements as stipulated by Securities and Exchange Board ofIndia (SEBI).

The Report on Corporate Governance as per the requirement of the SEBI (LODR) 2015forms part of this Annual Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of Corporate Governance is attached tothe report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is annexedafter the Boards' Report and forms part of this Report.

RISK MANAGEMENT POLICY

The Board reviews the risks associated with the Company every year while consideringthe business plan. Considering the size of the Company and its activities it is felt thatthe development and implementation of a Risk management policy is not relevant to theCompany and in the opinion of the Board there are no risks which may threaten theexistence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The composition of CSR Committee is given in the Corporate Governance Report. TheReport on Corporate Social Responsibility is as set out in annexure as ‘Annexure 5'to this Board's Report.

The Corporate Social Responsibility (CSR) Policy of the Company as approved by theBoard of Directors is available on the Company's websitehttps://vimaloil.com/wp-content/uploads/2017/06/CSR-Policv.pdf.

INTERNAL FINANCIAL CONTROL

The Company has established an Internal Control System keeping in mind the size scaleand complexity of the operations of the business. The Company developed efficient policiesand procedures to carry out its regular activities and for better compilation of data. Allthe business transactions were recorded timely and the financial records were maintainedaccurately. Internal financial controls were designed to provide reasonable assurance thatthe Company's Financial Statement were reliable and prepared in accordance with theapplicable law.

Moreover the Board of Directors of the Company in compliance with the provision ofthe Companies Act 2013 had appointed M/s. Kanabar & Associates CharteredAccountants Ahmedabad as internal auditor for the financial year 2018-19 for betterimplementation of Internal Financial Control and safeguarding of the assets of theCompany. Significant audit observations and corrective actions thereon were presented tothe Audit Committee. Their work was satisfactory. Therefore the Resolution Professionalrecommends the appointment of M/s. Kanabar & Associates Chartered AccountantsAhmedabad as internal auditor for the financial year 2019-20.

ESTABLISHMENT OF VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Company has adopted aWhistle-Blower Policy/ Vigil mechanism which provides a formal mechanism for allemployees of the Company to make protected disclosures to the Management about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct.Disclosures reported are addressed in the manner and within the time frames prescribed inthe Policy. During the year under review no employee of the Company has been deniedaccess to the Audit Committee.

MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

• On filling the Original Application by the Banks the Debt Recovery Tribunal -I Ahmedabad (‘DRT') restrained the Company from transferring and alienating in anymanner Hypothecated and Mortgaged properties against the borrowings from the Bank(s) tillthe further order.

• The Hon'ble NCLT Ahmedabad vide order dated December 19 2017 has admitted thereference for initiation of Corporate Insolvency Resolution Process (CIRP) under of theInsolvency and bankruptcy code 2016 (IBC). According to the said order Mr. AbhayManudhane has taken charge as Interim Resolution Professional (IRP) on December 23 2017.Thereafter in the first meeting of creditors Mr. Abhay Manudhane IRP appointed as theResolution Professional (RP) to carry out the Corporate Insolvency Resolution Process.

In accordance with the Section 17 of the IBC the powers of the Board of Directors ofthe Company stands suspended and such powers have vested with the Resolutions Professionalappointed as above. Thus the Company cannot convene the Board Meeting for any agenda.

Further on June 16 2018 the Hon'ble NCLT Ahmedabad Bench has extended the period ofCIRP beyond 180 days for another 90 days w.e.f. 16.06.2018.

Thereafter the resolution plans received were put up to the Committee of Creditors intheir meeting held on September 10 2018. Since the Resolution Plans were not approved inthe e-voting held after meeting the Resolution Professional has filed application forliquidation as per provisions of section 33 of insolvency and Bankruptcy Code 2016. Theapplication is pending before Hon'ble NCLT Ahmedabad for direction.

INDEPENDENT DIRECTORS MEETING

The meeting of the Independent Directors is regularly convened in the Month of March inrelevant financial year. In the current year (i.e. in the financial year 2018-19) theHon'ble National Company Law Tribunal (NCLT) Ahmedabad vide order dated December 19 2017has admitted the reference for initiation of Corporate Insolvency Resolution Process(CIRP) under the Insolvency and Bankruptcy Code 2016 (IBC). According to the said orderMr. Abhay Manudhane has taken charge as Interim Resolution Professional (IRP) on December23 2017. In accordance with the Section 17 of the IBC the power of the Board ofDirectors shall suspend and such power has vested with Resolution Professional appointedas above. Thus for the financial year 2018-19 the Company cannot hold the meeting ofIndependent Directors. Further on application made to the Hon'ble NCLT on June 16 2018the Company has been granted a further extension period of 90 Days in the CIRP by theHon'ble NCLT. Thereafter The Resolution plans received were put up to the Committee ofCreditors in their meeting held on September 10 2018. Since the Resolution Plans were notapproved in the e-voting held after meeting the Resolution Professional has filedapplication for liquidation as per provisions of section 33 of insolvency and BankruptcyCode 2016. The application is pending before Hon'ble NCLT Ahmedabad for direction.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Familiarisation programme for independent directors are regularly organize in the monthof March in relevant financial year. In the current year (i.e. in the financial year2018-19) the Hon'ble National Company Law Tribunal (NCLT) Ahmedabad vide order datedDecember 19 2017 has admitted the reference for initiation of Corporate InsolvencyResolution Process (CIRP) under the Insolvency and Bankruptcy Code 2016 (IBC). Accordingto the said order Mr. Abhay Manudhanehas taken charge as Interim Resolution Professional(IRP) on December 23 2017. In accordance with the Section 17 of the IBC the powers ofthe Board of Directors shall suspend and such power has vested with ResolutionProfessional appointed as above. Thus for the financial year 2017-18 the company cannotorganize the familiarisation programme for Independent Directors. On application made tothe Hon'ble NCLT on June 16 2018 the Company has been granted a further extension periodof 90 Days in the CIRP by the Hon'ble NCLT. Thereafter The Resolution plans received wereput up to the Committee of Creditors in their meeting held on September 10 2018. Sincethe Resolution Plans were not approved in the e-voting held after meeting the ResolutionProfessional has filed application for liquidation as per provisions of section 33 ofinsolvency and Bankruptcy Code 2016. The application is pending before Hon'ble NCLTAhmedabad for direction.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and Independent Directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 312019 the Board consists of 4 members one of them is ManagingDirectors two are Independent Directors and one is Non Executive Woman Director. TheBoard periodically evaluates the need for change in its composition and size. The policyof the Company on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under Sub-Sections (3) of Section 178 of the Companies Act 2013 adoptedby the Board is set out in annexure as ‘Annexure 6' to this Board's Report. Weaffirm that the remuneration paid to the Directors and other employees are as per theterms laid out in the Nomination and Remuneration Policy of the Company.

SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the financial year 2018-19 nocomplaints were received by the Company related to sexual harassment.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation and gratitude for thevaluable support and co-operation received from the Customers and Suppliers variousFinancial Institutions Banks Government Authorities Auditors and Shareholders duringthe year under review. Your Directors wish to place on record their deep sense ofappreciation for the devoted services of the Executives Staff and Workers of the Companyfor its success.

Date: August 312019 For Vimal Oil & Foods Limited
Registered Office: (Company under Corporate Insolvency Resolution Process)
At. Village - Hanumant Heduva Jayesh C. Patel
Nr. Palavasna Railway Crossing Chairman & Managing Director
Highway Mehsana - 384 002
Gujarat-INDIA

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