The Members Vimal Oil & Foods Ltd.

The Twenty Seventh Annual Report with the Audited Financial Statement for the financial year ended March 31,2019 is as under.

FINANCIAL SUMMARY:

(Rs in Lakhs)

Corporate Insolvency Resolution Process (CIRP)

The Hon'ble National Company Law Tribunal (NCLT), Ahmedabad bench vide order December 19, 2017 has admitted the reference for initiation of Corporate Insolvency Resolution Process (CIRP) under of the Insolvency and Bankruptcy Code, 2016 (IBC). According to the said 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 appointed as Resolution Professional (RP) by Committee of Creditors. As per section 17 of the IBC, the powers of the Board of Directors stands suspended and such powers have vested with the RP appointed as said. The Company is currently under the control of Resolution Professional deputed by the Hon'ble NCLT with effect from December 19, 2017 for a period of 6 (Six) Months. On application made to the Hon'ble NCLT on June 16, 2018, the Company has 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 in their meeting held on September 10, 2018. Since the Resolution Plans were not approved in the e-voting held after meeting, the Resolution Professional has filed application for liquidation as per provisions of section 33 of insolvency and Bankruptcy Code, 2016. The application 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 been transferred to the General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2019 was 3002 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DIVIDEND

In view of losses incurred by the Company during the financial year 2018-19, the Company does not recommend any dividend on Equity Shares and on Preference Shares for the year ended on March 31,2019.

FIXED DEPOSIT

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

NATURE OF BUSINESS

The Company is engaged in the business of manufacturing, trading & job work of refining edible oils, with a strong focus on quality. Vimal Oil & Foods Limited is always committed to quality and integrity, and that's what is reflected in its products that never fail to delight its customers. Further, during the year 2018-19, there was no change in the nature of business of the Company.

LISTING

I. The Company's Shares are listed on the BSE Limited, Mumbai (BSE) and the National Stock 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 the financial year 2018-19, the Company reviewed the affairs of the subsidiary. In accordance with Section 129 of the Companies Act, 2013, the Company has prepared Consolidated Financial Statement of the Company as on March 31,2019, which forms part of this Annual Report.

Further, a statement containing the salient features of the Financial Statement of our subsidiary 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, financial positions of the subsidiaries.

In accordance with the Section 136 of the Companies Act, 2013, the Audited Financial Statement, including the Consolidated Financial Statement as on March 31, 2019 and related information of the Company and Audited Financial Statement of the Subsidiary, are available on the website of the Company i.e. www.vimaloil.com.These documents will also be available 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 accordance with 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 Chartered Accountants 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 with the Notification no. S.O. 3838(E) dated 31.07.2018 issued by the Ministry of Corporate of Affairs, the extract of the Annual Return for the financial year ended March 31,2019 made under the provisions of Section 92(3) of the Companies Act, 2013, as amended from time to time, 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

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms 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 is eligible for re-appointment.

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

Presently, the Board of Directors of the Company comprise of Three Directors, Shri Jayeshbhai 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 pertaining to 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, the Independent Directors have submitted their declaration to the Board that they meet the criteria 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 order December 19, 2017 has admitted the reference for initiation of Corporate Insolvency Resolution Process (CIRP) under of the Insolvency and Bankruptcy Code, 2016 (IBC). According to the said order, Mr. Abhay Manudhane, has taken charge as Interim Resolution Professional (IRP) on December 23, 2017. And thereafter on January 22, 2018, Mr. Abhay Manudhane, IRP appointed as Resolution Professional (RP) by Committee of Creditors. The Company is currently under the control of Resolution Professional deputed by the Hon'ble NCLT with effect from December 19, 2017 for a period of 6 Months. On application made to the Hon'ble NCLT on June 16, 2018, the Company has 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 in their meeting held on September 10, 2018. Since the Resolution Plans were not approved in the e-voting held after meeting, the Resolution Professional has filed application for liquidation as per provisions of section 33 of insolvency and Bankruptcy Code, 2016. The application is pending before Hon'ble NCLT, Ahmedabad 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 of the Company have resigned with effect from 31/05/2019. The Board placed on record its appreciation for the valuable services rendered by Shri Ashishkumar Gautambhai Patel during his tenure.

ANNUAL PERFORMANCE EVALUATION

In compliance with the provision of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has carried out the annual performance evaluation of the Directors individually as well as the evaluation of 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 IBC, 2016 since 19/12/2017 (Ref. NCLT, Ahmedabad Order dated 19/12/2017). As per section 17 of the IBC, the powers of the Board of Directors stands suspended and such powers have vested with the Resolution Professional (i.e. Mr. Abhay N, Manudhane). The Company is currently under the control of Resolution Professional deputed by the Hon'ble NCLT with effect from December 19, 2017 for a period of 6 (Six) Months. Further, on application made to the Hon'ble NCLT on June 16, 2018, the Company has 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 in their meeting held on September 10, 2018. Since the Resolution Plans were not approved in the e-voting held after meeting, the Resolution Professional has filed application for liquidation as per provisions of section 33 of insolvency and Bankruptcy Code, 2016. The application is pending before Hon'ble NCLT, Ahmedabad for direction.

BOARD COMMITTEE

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

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

Note: The Company is under the Insolvency Resolution proceedings in accordance with the IBC, 2016 since 19/12/2017 (Ref. NCLT, Ahmedabad Order dated 19/12/2017). As per section 17 of the IBC, the powers of the Board of Directors stands suspended and such powers have vested with the Resolution Professional (i.e. Mr. Abhay N. Manudhane). The Company is currently under the control of Resolution Professional deputed by the Hon'ble NCLT with effect from December 19, 2017 for a period of 6 (Six) Months. Thus, the Meeting of the Committees is not held in the last quarter of the financial year 2017-18. Further, on application made to the Hon'ble NCLT on June 16, 2018, the Company has 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 in their meeting held on September 10, 2018. Since the Resolution Plans were not approved in the e-voting held after meeting, the Resolution Professional has filed application for liquidation as per provisions of section 33 of insolvency and Bankruptcy Code, 2016. The application is pending 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 31,2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that we have 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 March 31,2019 and of the profits of the company for the year ended March 31,2019;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(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 internal financial controls are adequate and were operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws were 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 General Meeting held on 30th September, 2015, to hold office till the conclusion of the 28th Annual 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 for the financial year 2018-19 which require any clarification/explanation. The Notes on financial statements are self explanatory, if any, and needs no further explanation. 0 Secretarial Auditor

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

There are no qualifications or adverse remarks in the Secretarial Auditors' Report which require any clarification/explanation. The Notes on financial statements are self explanatory, if any, and needs no further explanation.

• Cost Auditor

During the financial year 2019-20, the Company has started job-work of refining and processing of edible oil and other related food products. The said job-work of refining and processing of edible oil and other related food products is not covered under the purview of the provisions of Section 148 (3) of Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 as amended from time to time, therefore, the Company not requires to appoint Cost Auditor, for the financial year 2019-20. 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 the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is set out in an annexure as ‘Annexure 3' to this Boards' Report.

The particulars of employees falling under the purview of Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL.

INDUSTRIAL RELATIONS

The Company's relations with its employees remained cordial throughout the year. The Directors wish to place on record their deep appreciation of the devoted services by workers, 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 and made Investments as covered under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All the transactions entered into with related parties as defined under the Companies Act, 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 of business and on an arm's length price basis. Such transactions have been approved by the Audit Committee.

The Board of Directors of the Company has formulated the Policy on Related Party Transactions. Such Policy is available on the website of the Company i.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 pecuniary relationship or transactions with NonExecutive Directors. In the preparation of Financial Statement, the Company has followed the Accounting Standards. The significant accounting policies which are applied have been set out in the Notes to Financial Statement. The Board has received disclosures from Key Managerial Personnel, relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.

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

There are no material changes and commitments, affecting the financial position of the company, have occurred between the end of the financial year of the company to which the financial 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 of Annexure A of Independent Auditors' Report. Some of the Bank has issued SRAFAESI notices and filled the Original Application for recovery of their dues, with The Debt Recovery Tribunal - I, Ahmedabad and the Company has also filled suitable replies, as mentioned in Note No. 5.8 of Notes on Financial Statements. Further, On an application made by Bank of Baroda against the company, The Hon'ble NCLT, Ahmedabad, vide order dated 19/12/2017 has admitted 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 Notes on 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 out in ‘Annexure 4' to this Board's Report. CORPORATE GOVERNANCE

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is annexed after the Boards' Report and forms part of this Report.

RISK MANAGEMENT POLICY

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

CORPORATE SOCIAL RESPONSIBILITY

The composition of CSR Committee is given in the Corporate Governance Report. The Report 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 the Board of Directors, is available on the Company's website https://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, scale and complexity of the operations of the business. The Company developed efficient policies and procedures to carry out its regular activities and for better compilation of data. All the business transactions were recorded timely and the financial records were maintained accurately. Internal financial controls were designed to provide reasonable assurance that the Company's Financial Statement were reliable and prepared in accordance with the applicable law.

Moreover, the Board of Directors of the Company, in compliance with the provision of the Companies Act, 2013, had appointed M/s. Kanabar & Associates, Chartered Accountants, Ahmedabad, as internal auditor for the financial year 2018-19 for better implementation of Internal Financial Control and safeguarding of the assets of the Company. Significant audit observations and corrective actions thereon were presented to the Audit Committee. Their work was satisfactory. Therefore, the Resolution Professional recommends the appointment of M/s. Kanabar & Associates, Chartered Accountants, Ahmedabad, 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 in place a mechanism for reporting illegal or unethical behavior. The Company has adopted a Whistle-Blower Policy/ Vigil mechanism, which provides a formal mechanism for all employees of the Company to make protected disclosures to the Management about unethical behavior, 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 in the Policy. During the year under review, no employee of the Company has been denied access 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 any manner, Hypothecated and Mortgaged properties against the borrowings from the Bank(s) till the further order.

• The Hon'ble NCLT, Ahmedabad vide order dated December 19, 2017 has admitted the reference for initiation of Corporate Insolvency Resolution Process (CIRP) under of the Insolvency and bankruptcy code, 2016 (IBC). According to the said order, Mr. Abhay Manudhane 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 the Resolution 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 of the Company stands suspended and such powers have vested with the Resolutions Professional appointed 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 of CIRP 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 in their meeting held on September 10, 2018. Since the Resolution Plans were not approved in the e-voting held after meeting, the Resolution Professional has filed application for liquidation as per provisions of section 33 of insolvency and Bankruptcy Code, 2016. The application 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 in relevant financial year. In the current year (i.e. in the financial year 2018-19) the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad vide order dated December 19, 2017 has admitted the reference for initiation of Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC). According to the said order, Mr. Abhay Manudhane has taken charge as Interim Resolution Professional (IRP) on December 23, 2017. In accordance with the Section 17 of the IBC, the power of the Board of Directors shall suspend and such power has vested with Resolution Professional appointed as above. Thus, for the financial year 2018-19 the Company cannot hold the meeting of Independent Directors. Further, on application made to the Hon'ble NCLT on June 16, 2018, the Company has 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 in their meeting held on September 10, 2018. Since the Resolution Plans were not approved in the e-voting held after meeting, the Resolution Professional has filed application for liquidation as per provisions of section 33 of insolvency and Bankruptcy Code, 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 month of March in relevant financial year. In the current year (i.e. in the financial year 2018-19) the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad vide order dated December 19, 2017 has admitted the reference for initiation of Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC). According to 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 of the Board of Directors shall suspend and such power has vested with Resolution Professional appointed as above. Thus, for the financial year 2017-18 the company cannot organize the familiarisation programme for Independent Directors. On application made to the Hon'ble NCLT on June 16, 2018, the Company has 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 in their meeting held on September 10, 2018. Since the Resolution Plans were not approved in the e-voting held after meeting, the Resolution Professional has filed application for liquidation as per provisions of section 33 of insolvency and Bankruptcy Code, 2016. The application is pending before Hon'ble NCLT, Ahmedabad for direction.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31,2019, the Board consists of 4 members, one of them is Managing Directors, two are Independent Directors and one is Non Executive Woman Director. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub-Sections (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is set out in annexure as ‘Annexure 6' to this Board's Report. We affirm that the remuneration paid to the Directors and other employees are as per the terms 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 the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year 2018-19, no complaints were received by the Company related to sexual harassment.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable support and co-operation received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.