Directors Report of Vimal Oil & Foods Ltd.
Mar 31, 2016
To
The Members
The Directors have pleasure in presenting the Twenty Forth Annual Report with the Audited Financial Statement for the financial year ended March 31, 2016.
FINANCIAL SUMMARY: (Rs. in lakhs)
|
Particulars |
Current Year 2015-16 |
Previous Year 2014-15 |
|
Sales Including Other Income |
172448.26 |
303484.70 |
|
Profit Before Interest, Depreciation & Taxation |
(18621.69) |
9668.21 |
|
Interest & Financial charges |
5517.84 |
6370.84 |
|
Depreciation |
696.39 |
744.69 |
|
Profit Before Taxation & Extra-Ordinary Items |
(24835.92) |
2552.68 |
|
Profit on sale of Investments |
312.00 |
0.00 |
|
Profit Before Taxation |
(24523.92) |
2552.68 |
|
Provision For Taxation including Deferred Tax |
(139.28) |
747.68 |
|
Profit After Tax |
(24384.64) |
1805.00 |
|
Less: Adjustment Related to Fixed Assets |
0.00 |
55.69 |
|
Adding Thereto: Balance B/F From Previous Year |
5821.48 |
4496.50 |
|
Amounts Available For Appropriation |
(18563.16) |
6245.81 |
|
Addition: |
||
|
Dividend & Dividend Tax (P.Y. Reversal) |
349.33 |
0.00 |
|
Short provision for Income Tax |
49.96 |
0.00 |
|
(Appropriations): |
||
|
Dividend & Dividend Tax |
0.00 |
(349.33) |
|
General Reserve |
0.00 |
(75.00) |
|
Balance Carried Forward |
(18163.87) |
5821.48 |
During the period under review, the total revenue of the Company has decreased by 43% (approx) as compared to previous year. The total export sales for the year ended March 31, 2016 was Rs.1997 lakhs as against Rs.4609 lakhs for the previous financial year.
TRANSFER TO RESERVE
In view of losses incurred by the Company during the financial year, no amount has been transferred to the General Reserve. DIVIDEND
In view of losses incurred by the Company during the financial year 2015-16, the Board of Directors of the Company does not recommend any dividend on Equity Shares and on Preference Shares for the year ended on 31st March, 2016.
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 there under as amended from time to time.
NATURE OF BUSINESS
The Company is engaged in the business of manufacturing and trading of edible oils and Namkeen Products under its own brand name - "VIMAL", 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 2015-16, 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 2015-16, the Company has paid annual listing fee to BSE and NSE.
SUBSIDIARIES
M/s. Brinda Exports Limited is Wholly-owned Subsidiary of the Company w.e.f. August 27, 2015. M/s. Vimal Dairy Limited ceased to be subsidiary of the Company w.e.f. June 26, 2015.
During the financial year 2015-16, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129 of the Companies Act, 2013, the Company has prepared Consolidated Financial Statement of the Company as on March 31, 2016, 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, 2016 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
Pursuant to Regulation 34(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and applicable Accounting Standards issued by the Institute of Chartered Accountants of India, the Board of Directors has pleasure in attaching the Audited Consolidated Financial Statements.
ANNUAL RETURN
The extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is set out in an annexure as ''Annexure 2'' to this Boards'' Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
- Re-appointment
In accordance with the provisions 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.
- Appointment
Shri Ditin N. Patel (DIN 06978984) and Smt. Mona J. Acharya have been inducted as an Additional Directors w.e.f. October 01, 2015 and October 15, 2015, respectively and hold office up to this Annual General Meeting of the Company. The Company has received notices from Members under Section 160 of the Companies Act, 2013, signifying their intention to propose the candidature of above mentioned persons for the office of Directors.
- Resignation
Shri Alkesh B. Patel (DIN - 05142040) resigned from the Board of Directors of the Company w.e.f. October 01, 2015. The Board placed on record their deep sense of appreciations for the valuable contribution and guidance provided by Shri Alkesh B. Patel to the Company during his tenure of office as Director of the Company.
The information of Director(s) seeking appointment / re-appointment, details pertaining to brief resume and expertise in functional area is furnished in the notes.
All the Independent Directors have submitted the declaration to the Company that they meet the criteria of independence, as per Section 149(6) of the Companies Act, 2013 and Regulation (16)(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.
- Key Managerial Personnel
During the period under review, Shri Fagesh R. Soni, Company Secretary, KMP & Compliance Officer resigned w.e.f. September 30, 2015. The Board placed on record its appreciation for the valuable services rendered by Shri Fagesh R. Soni.
The Board of Directors has appointed Shri Mehulkumar K. Vyas as Compliance Officer of the Company. Thereafter, on the recommendation of the Nomination & Remuneration Committee, the Board of Directors has appointed Shri Mehulkumar K. Vyas, Compliance Officer of the Company as a Company Secretary (KMP) of the Company w.e.f. February 14, 2016.
ANNUAL PERFORMANCE EVALUATION
In compliance with the provision of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Board has carried out the annual performance evaluation of its own and the Directors individually and reported under the Report on Corporate Governance as annexed hereto.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Independent Directors on the roles, responsibilities, rights and duties under the Companies Act, 2013 and other statutes.
The policy on Company''s familiarization programme and the details of familiarization program imparted to Independent directors is available at http://www.vimaloil.com/pdf/Codes%20and%20Policies/DETAILS_FAM_PROGM_2015-16.pdf
MEETINGS OF BOARD
During the financial year 2015-2016, Eight (08) Board Meetings were convened and held. The details of which are given in the Report on Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective as on March 31, 2016.
Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:
(a) that in the preparation of the annual accounts for the year ended March 31, 2016, 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, 2016 and of the profits of the company for the year ended March 31, 2016;
(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 the Statutory Auditors of the Company, to hold the office from the conclusion of the 23rd Annual General Meeting to the conclusion of the 28th Annual General Meeting, subject to ratification of the appointment by the members at every
Annual General Meeting. The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in the terms of the provisions of the Companies Act, 2013 and the Rules made there under.
Accordingly the Board of Directors recommends the ratification of appointment of M/s. S. D. Mehta & Co., Chartered Accountants as the Statutory Auditors of the Company to hold the office from the ensuing AGM till the conclusion of the next AGM in 2017 on such remuneration as may be determined by the Audit Committee in consultation with the Auditors.
In connection, with the Auditors'' Observation in the Independent Auditors'' Report, the explanation /clarifications of the Board of Directors are as under:
(i). With regard to observation for non-provision of trade receipt, it is clarified that the Company is hopeful of recovery the outstanding amounts from the parties. The Company has also initiated legal action by giving notice to two (2) parties.
(ii). With regard to observation for non-provision of interest on various credit facilities obtained from Dena bank, Bank of India, Bank of Baroda and Andhra Bank, it is that the some Banks has not debited interest amount in the account after classification of NPA by the concerned banks and some of the banks although debited the amount of interest, reversed the amount thereafter. Also the amount of interest to be provided in the books is not ascertainable.
(iii). With regard to observation for purchases belonging to preceding year, it is that the purchase invoices were received late and came to notice while conducting the tax audit of the Company.
- Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014 as amended from time to time, the Board of Directors appointed Mr. Bharat Prajapati, Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2015-16. The Report of the Secretarial Audit Report is set out in an annexure as ''Annexure 3'' to this Boards'' Report.
In connection, with the auditors'' observation in the Secretarial Audit Report, the explanation / clarifications of the Board of Directors are as under:
(i). With regard to non appointment of Woman Director from 1st April, 2015 to ending on 14th October, 2015, it is clarified that the Company was seeking eligible candidate to appoint as a woman director for period from 1st April, 2015 to ending on 14th October, 2015 and accordingly the Company has appointed woman director on the Board of the Company w.e.f. 15th October, 2015.
(ii). With regard to the reconstitution of Nomination and Remuneration Committee from 1st April, 2015 to ending on 14th October, 2015, it is clarified that the Company was seeking eligible candidate to appoint as a Nonexecutive director for period from 1st April, 2015 to ending on 14th October, 2015 and accordingly on 15th October, 2015 the Company has appointed woman director on the Board of the Company and reconstituted the Nomination and Remuneration Committee.
(iii). With regard to amount required to spent under the Corporate Social Responsibility, it is clarified that the Company has suffered from huge losses and the entire net worth is wiped out. Therefore, the Company is not in position to spend any amount for Corporate Social Responsibility.
- Cost Auditor
In compliance with 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, the Directors, on the recommendation of the Audit Committee, has appointed M/s. S A & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2016-17 on a remuneration amounting to Rs.75000/- (Rupees Seventy Five Thousand Only), subject to the ratification of remuneration by the members of the Company in the ensuing General Meeting. M/s. S A & Associates have good experience in the field of cost audit and have conducted the audit of the cost records of the Company for the previous year. The Cost Audit Report for the financial year 2014-15, was filed with the Ministry of Corporate Affairs on February 23, 2016.
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 4'' 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.
REFERENCE TO BIFR
On account of erosion of 100% net worth of the Company, The Company has become a Sick Industrial Company under the provisions of the Sick Industrial Companies (Special Provisions) Act 1985. The Company has to file reference to Honourable Board for Industrial and Financial Reconstruction (BIFR) within 60 days to comply the provisions of Section 15(1) of SICA 1985 read with regulation 19 of The BIFR regulations 1987. The management is in process to make due compliances of the law.
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 2015-16, the Company has not given any Loans / Guarantees and made Investments as covered under the provisions of Section 186 of the Companies Act, 2013. During the year, the Company has invested in 100% Equity Share Capital of M/s. Brinda Exports Limited which is within the limits prescribed under 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 Obligation and Disclosure Requirements) Regulation, 2015, if any, during the year 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 2015-16, 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
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. However, the Company has suffered from huge losses and the entire net worth is wiped out.
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 5'' 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 Obligation and Disclosure Requirements) Regulation, 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 6'' to this Board''s Report.
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 2015-16 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 Board of Directors of the Company, on recommendation of the Audit Committee, appointed M/s. Kanabar & Associates, Chartered Accountants, Ahmedabad, as internal auditor for the financial year 2016-17.
ESTABLISHMENT OF VIGIL MECHANISM
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. 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
There were no material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
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.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors of the Company met on March 9, 2016 inter alia to discuss:
i) Evaluation of Performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
ii) Evaluation of performance of the Chairman and / or Managing Director of the Company, taking into views of Executive and Non-executive Directors.
iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
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, 2016, 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 section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is set out in annexure as ''Annexure 7'' 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 year 2015-2016, no complaints were received by the Company related to sexual harassment.
ACKNOWLEDGEMENT
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.
On behalf of Board of Directors
For, Vimal Oil & Foods Limited
Place: Ahmedabad Jayesh C. Patel
Date: May 26, 2016 Chairman & Managing Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Twenty Third Annual
Report with the Audited Accounts for the financial year ended March 31,
2015.
FINANCIAL SUMMARY :
(Rs. in lakhs)
PARTICULARS Current Year Previous Year
2014-15 2013-14
Sales Including Other Income 303484.70 228212.81
Profit Before Interest, Depreciation & 9668.21 7285.76
Taxation
Interest & Financial charges 6370.84 4278.67
Depreciation 744.69 311.84
Profit Before Taxation 2552.68 2695.26
Provision For Taxation including Deferred 747.68 979.96
Tax
Profit After Tax 1805.00 1715.30
Less : Adjustments Related to Fixed Assets 55.69 0.00
Adding Thereto: Balance B/F From Previous 4496.51 3195.78
Year
Amounts Available For Appropriation 6245.82 4911.08
Appropriations:
Dividend & Dividend Tax 349.33 339.57
General Reserve 75.00 75.00
Balance carried Forward 5821.48 4496.51
The Company's operations, continued to be satisfactory. The total
revenue if the Company has increased by 32.98% (approx) as compared to
previous year. The total export sales for the year ended March 31, 2015
was Rs. 4608.83 lakhs as against Rs. 4173.54 lakhs for the previous
financial year.
TRANSFER TO RESERVE
The Company proposes to transfer an amount of Rs. 75.00 Lakhs to the
General Reserves.
DIVIDEND
The Directors recommends a final dividend of Rs. 0.60 (6%) per share on
50,00,000 nos. 6% Non Cumulative Redeemable Preference Shares, Rs. 0.80
(8%) per share on 1,00,00,000 nos. 8% Non Cumulative Redeemable
Preference Shares and Rs. 1.20 (12%) per share on the paid up equity
share capital of the Company.
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.
NATURE OF BUSINESS
The Company is engaged in the business of manufacturing and trading of
edible oils and Namkeen Products under its own brand name - "VIMAL",
with a strong focus on quality. Vimal Oil and 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 2014-15, 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 2014-15, the Company has paid annual listing fee to
BSE and NSE.
SUBSIDIARIES
M/s. Vimal Dairy Limited ceased to be a subsidiary since 52% stake sold
by the Company on June 26, 2015. Further, on August 27, 2015 the
Company has acquired 100% equity shares of M/s. Brinda Exports Limited.
Therefore, M/s. Brinda Exports Limited becomes wholly-owned subsidiary
of the Company.
Therefore, at present the Company has one wholly-owned subsidiary i.e.
M/s. Brinda Exports Limited.
During the financial year 2014-15, the Board of Directors reviewed the
affairs of the subsidiary (M/s. Vimal Dairy Limited). In accordance
with Section 129 of the Companies Act, 2013, the Company has prepared
consolidated financial statement of the Company as on March 31, 2015,
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 Board's 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, 2015 and related information of the Company
and audited accounts 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
Pursuant to Clause 32 and 41 of the Listing Agreement and Accounting
Standard 21 issued by the Institute of Chartered Accountants of India,
the Board of Directors has pleasure in attaching the Audited
Consolidated financial statements including the financial statements of
subsidiary company.
ANNUAL RETURN
The extract of Annual Return as prescribed under Section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, is set out in an annexure as 'Annexure 2'
to this Board's Report.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Memorandum and 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.
Further, Shri Mahendrabhai V. Patel (DIN - 00027822) resigned from the
Board of Directors of the Company with effect from October 10, 2014.
The Board placed on record their deep sense of appreciations for the
valuable contribution and guidance provided by Shri Mahendrabhai V.
Patel to the Company during his tenure of office as Director of the
Company.
The information of Director(s) seeking re-appointment, details
pertaining to brief resume and expertise in functional area is
furnished in the notes.
All the Independent Directors have submitted the declaration to the
Company that they meet the criteria of independence, as per section
149(6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
ANNUAL PERFORMANCE EVALUATION
In compliance with the provision of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Board has carried out the annual
performance evaluation of its own and the Directors individually and
reported under the Corporate Governance Report as annexed hereto.
MEETINGS OF BOARD
During the financial year 2014-2015, Eleven (11) Board Meetings were
convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and
maintained by the Company, work performed by the internal, statutory,
cost and secretarial auditors, the reviews performed by Management and
the relevant Board Committees, the Board, with the concurrence of the
Audit Committee, is of the opinion that the Company's internal
financial controls were adequate and effective as on March 31, 2015.
Pursuant to Section 134 of the Companies Act, 2013, the Board of
Directors of the Company hereby state and confirm that:
(a) that in the preparation of the annual accounts for the year ended
March 31, 2015, 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, 2015 and of the profits of the company for the
year ended March 31, 2015;
(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 systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively; and
(f) that proper internal financial controls were laid down and that
such internal financial controls are adequate and were operating
effectively.
AUDITORS AND AUDIT
* Statutory Auditors
Consequent to the casual vacancy caused by the resignation of M/s R R S
& Associates, Chartered Accountants, Ahmedabad (Firm Registration
Number 118336W), resigned with effect from August 27, 2015 , the Board
of Directors of the Company, on the recommendation of the Audit
Committee, approved the appointment of M/s. S. D. Mehta & Co.,
Chartered Accountants, Ahmedabad (Firm Registration Number 137193W) as
the Auditors (Statutory) of the Company, to fill the said casual
vacancy so caused.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/explanation. The Notes on financial
statements are self explanatory, if any, and needs no further
explanation. However, with regard to the amount not spent under the
Corporate Social Responsibility, it is clarify that the Company is in
the process of identifying programs / projects / agencies for CSR
spending.
The members of the Audit Committee and Board of Directors of the
Company proposes the appointment of M/s. S. D. Mehta & Co., Chartered
Accountants, Ahmedabad (Firm Registration Number 137193W) as the
Auditors (Statutory) of the Company to hold office till the conclusion
of 28th Annual General Meeting for a period of 5 (five) years, subject
to the approval of members.
* Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration
personnel) Rules, 2014, the Board of Directors appointed M/s. Bharat
Prajapati & Co., Practicing Company Secretaries, Ahmedabad as
Secretarial Auditor to conduct the Secretarial Audit of the Company for
Financial Year 2014-15. The Report of the Secretarial Audit Report is
set out in an annexure as 'Annexure 3' to this Board's Report.
In connection, with the auditors' observations in the Secretarial Audit
Report, the explanation / clarifications of the Board of Directors are
as under:
(i) With regard to the appointment of woman director, it is clarified
that the Company is seeking eligible candidate to appoint as a woman
director.
(ii) With regard to the reconstitution of Nomination and remuneration
committee, it is clarified that the company is seeking and eligible
candidate to appoint as a Non Executive & Independent Director, so that
the nomination and remuneration committee would be reconstituted.
(iii) With regard to not spend amount under the Corporate Social
Responsibility, it is clarify that the Company is in the process of
identifying programs / projects / agencies for CSR spending.
* Cost Auditor
In compliance with the provisions of Section 148 (3) of Companies Act,
2013 read with The Companies (Cost Records and Audit) Amendment Rules,
2014, the Directors, on the recommendation of the Audit Committee, the
Board of Directors has appointed M/s. S A & Associates, Cost
Accountants, as the Cost Auditor of the Company for the financial year
2015-16 on a remuneration amounting to Rs. 75,000/- (Rupees seventy
Five Thousand Only), subject to the ratification of remuneration by the
shareholders of the Company in the ensuing General Meeting. M/s. S A &
Associates have good experience in the field of cost audit and have
conducted the audit of the cost records of the Group Companies for the
previous year.
The due date for filing the Cost Audit Report of the Company for the
Financial Year ended March 31, 2014 was September 30, 2014 and the Cost
Audit Report was filed in XBRL mode by the Cost Auditor on May 7, 2015.
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, is set out in an annexure as 'Annex-ure 4' to this Board's
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 2014-15, 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 Clause 49 of the Listing Agreement, if any,
during the year were on an arm's length price basis and in the ordinary
course of business. 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.www.vimaloil.com.
During the Financial Year 2014-15, 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
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.
However, till the date of this report-
(i) M/s. Vimal Dairy Limited ceased to be a subsidiary since 52% stake
was sold by the Company on 26th June, 2015.
(ii) The Company has acquired 100% equity shares of M/s. Brinda Exports
Limited. On 27th August, 2015. Therefore, M/s. Brinda Exports Limited
becomes wholly-owned subsidiary of the Company.
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 5' to this Board's Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
Compliance report on Corporate Governance forms part of Annual Report.
The Auditor's Certificate on the compliance of Corporate Governance
Code embodied in clause 49 of the Listing Agreement is attached hereto
and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is annexed after the Directors' 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 6' to this Board's Report.
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 2014-15 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 Board of Directors of the Company, on recommendation of
the Audit Committee, appointed M/s. Kanabar & Associates, Chartered
Accountants, Ahmedabad, as Internal Auditor for the financial year
2015-16.
ESTABLISHMENT OF VIGIL MECHANISM
The Company promotes ethical behaviour in all its business activities
and has put in place a mechanism for reporting illegal or unethical
behaviour. 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
There was no material order passed by the regulator or court or
tribunal impacting the going concern status and company's operations in
future. However, following order was passed by the Hon'ble Gujarat High
Court during the financial year 2014-15.
Sr. No Details of Case Name of regulators or
courts or tribunals
1. Special Civil Application Hon'ble Gujarat High Court
No. 17830 of 2013
Vimal Oil & Foods Ltd V/s.
(i) State of (M)
Deputy Collector and (iii) Sub-Reg
istrar
Matter of recovery of deficit
stamp duty of Rs. 44,99,700/- Plus
Rs. 300/- Penalty and deficit
registration fees of six transactions
of Rs. 25,000/-
Sr. No Matter of Order
1. The Hon'ble Gujarat High Court passed
the order dated 18.07.2014 and allow the
petition and quashed the order passed by
the Superintendent of stamp,
Gandhinagar regarding recovery of defi-
cit stamp duty of Rs. 44,99,700/- Plus Rs.
300/- Penalty and deficit registration fees
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 Agreement 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 the Annual Report.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors of the Company
met on March 9, 2015 inter alia to discuss:
i) Evaluation of Performance of Non-Independent Directors and the Board
of Directors of the Company as a whole.
ii) Evaluation of performance of the Chairman and / or Managing
Director of the Company, taking into views of Executive and
Non-executive Directors.
iii) Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for
the Board to effectively and reasonably perform its duties.
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. 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 section (3) of Section
178 of the Companies Act, 2013, adopted by the Board, is set out in
annexure as 'Annexure 7' 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 year 2014-2015, no complaints were received by the Company related
to sexual harassment.
ACKNOWLEDGEMENT
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.
On behalf of Board of Directors
For, VIMAL OIL & FOODS LIMITED
Place: Ahmedabad JAYESH C. PATEL
Date: August 27, 2015 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the Twenty Second Annual
Report with the Audited Accounts for the financial year ended March 31,
2014.
FINANCIAL RESULTS: (Rs. in lakhs)
PARTICULARS Current Year Previous Year
2013-14 2012-13
Sales Including Other Income 228212.81 194825.60
Profit Before Interest, Depreciation
& Taxation 7285.76 5478.32
Interest & Financial charges 4278.67 2995.33
Depreciation 311.84 280.35
Profit Before Taxation 2695.25 2202.64
Provision For Taxation including
Deferred Tax 979.96 696.59
Profit After Tax 1715.29 1506.05
Adding Thereto: Balance B/F From
Previous Year 3195.78 2051.84
Amounts Available For Appropriation 4911.07 3557.89
Appropriations:
Dividend & Dividend Tax 339.57 287.12
General Reserve 75.00 75.00
Balance carried Forward 4496.50 3195.78
DIVIDEND:
The Directors recommends a final dividend of Rs. 0.60 (6%) per share on
50,00,000 nos. 6% Non Cumulative Redeemabl Preference Shares,Rs. 0.80
(8%) per share on 1,00,00,000 nos. 8% Non Cumulative Redeemable
Preference Shares and Rs. 1.2 (12%) per share on the paid up equity share
capital of the Company.
OPERATIONS:
The Company's operations, continued to be satisfactory:
( Rs. in lakhs)
2013-14 2012-13
Sales Including Other Income 228212.81 194825.60
Profit after tax 1715.29 1506.05
The sales including other income for the year ended March 31, 2014 was
Rs. 228212.81 Lakhs as againstRs. 194825.60 Lakhs for the previous
financial year. The total revenue of the Company has increased by 17%
(approx) as compared to the previous year.
The total export sales for the year ended March 31, 2014 was Rs. 4173.54
lakhs as againstRs. 2764.85 lakhs for the previous financial year. The
Profit Before Tax (PBT) was Rs. 2695.25 lakhs and the Profit After Tax
(PAT) was Rs. 1715.29 lakhs for the year ended on March 31, 2014 as
against PBT for the previous year was recorded as Rs.2202.64 lakhs and
PAT was recorded as Rs. 1506.05 lakhs.
FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from the public and it
is therefore not required to comply with the require- ment under
Non-Banking Non-Financial companies (Reserve Bank) Directions, 1966 and
Companies (Acceptance of Deposits) Rules, 1975.
1 SUBSIDIARIES:
Vimal Dairy Limited has become a subsidiary Company w.e.f. February 26,
2013. At the year ended on March 31, 2014, the Company has one
subsidiary company in India.
Pursuant to the general exemption granted by the Ministry of Corporate
Affairs, Government of India vide General Circular No. 2/2011 dated
8th February, 2011 and resolution passed by the Board of Directors on
May 27, 2014 copy of Balance Sheet, Statement of Profit and Loss,
Report of the Board of Directors and the Report of the Auditors of
subsidiary company have not been attached with the annual accounts of
the Company under Section 212 of the Companies Act, 1956. As required
under the above said circular, a statement containing the information
of subsidiaries is attached and forms part of this Annual Report.
The annual accounts of the subsidiary companies and the related
information are available for inspection by any shareholder at the
registered office of the Company during business hours and make them
available upon the request by any shareholder of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to clause 32 and 41 of the Listing Agreement and Accounting
Standard 21 issued by the Institute of Chartered Accoun- tants of
India, the Board of Directors has pleasure in attaching the Audited
Consolidated financial statements including the financial statements of
subsidiary company.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013, the terms
of the appointment of Shri Jayesh C. Patel, Managing Director of the
Company has been changed and he is liable to retire by rotation. As per
his terms of appointment and applicable provisions of the Companies
Act, 2013, Shri Jayesh C. Patel, Managing Director of the Company
retires by rotation at the ensuing Annual General Meeting and is
eligible for re-appointment.
Pursuant to Section 149 of the Companies Act, 2013, the Board of
Directors, at its meeting held on August, 14, 2014, recom- mended the
appointment of Shri Mahendrabhai V. Patel, Shri Mukesh N. Patel, Shri
Alkesh B. Patel as Independent Directors of the Company, not liable to
retire by rotation to hold office for 5 (five) consecutive years for a
term up to September 30, 2019, subject to approval of the members of
the Company. These Directors have given the declarations to the Board
that they meet the criteria of independence as provided under Section
149(6) of the said Act and confirmed that they will abide by the
provisions as mentioned in Schedule IV of the Companies Act, 2013.
Shri Jayesh C. Patel, Chairman & Managing Director of the Company was
re-appointed as a Managing Director of the Company from October 1, 2009
for the period of five years. His term expires on September 30, 2014.
The Board of Directors of the Company recommended re-appointing him as
Managing Director of the Company with effect from October 1, 2014 for
the period of three years subject to approval of the Shareholders of
the Company.
The brief resume / details relating to Director who is to be
appointed/re-appointed is furnished in the notes.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956 (hereinafter
referred to as "the Act"), the Board of Directors of the Company hereby
state and confirm that:
i. In the preparation of the Annual Accounts for the year ended on
March 31, 2014, the applicable accounting standards have been followed
by the Company along with proper explanation relating to material
departure, if any;
ii. They 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, 2014 and of the profits of the Company for the
year ended March 31, 2014;
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the Assets of the Company and for preventing and
detecting fraud and other irregu- larities; and
iv. They have prepared the Annual Accounts on a going concern basis.
LISTING:
i. The Company's Shares are listed on the BSE Limited, Mumbai (BSE) and
the National Stock Exchange of India Limited, Mumbai (NSE).
For the year 2013-14, the Company has paid annual listing fee to BSE
and NSE.
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 EMPLOYEES:
The particulars of employees falling under the purview of section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Amendment Rules, 2011 are NIL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are set out in an annexure
to this report.
CORPORATE GOVERNANCE:
The Board of Directors of the Company have evolved and adopted a Code
of Conduct based on the principles of Corporate Governance and best
management practices being followed globally. The Code is available on
the website of the Company at www.vimaloil.com.
Compliance Report, in accordance with the Clause 49 of the Listing
Agreements with Stock Exchanges, on Corporate Governance forms part of
the Annual Report. The Auditors' Certificate on the compliance of
Corporate Governance Code embodied in Clause 49 of the Listing
Agreement is attached hereto and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is annexed after the Directors' Report
and forms a part of this Report.
COST AUDITOR
Pursuant to section 233B of the Companies Act, 1956, for the financial
year 2013-14, the Central Government has approved the appointment of
M/s. N. D. Birla & Co., Cost Accountants as Cost Auditor for conducting
cost audit of "Edible oil seeds and Oils (including vanaspati)". As per
the clarification issued by Cost Audit Branch of Ministry of Corporate
Affairs vide General Circular No. 67/2011 dated November 30, 2011,
generation of electricity for captive consumption has been exempted
from the applica- bility of cost audit.
As per the requirement of the Central Government and pursuant to
Section 233B of the Companies Act, 1956, the Company's cost records for
the year ended March 31, 2014 are being audited / reviewed by Cost
Auditors, M/s. N.D. Birla & Co. The due date for filing of cost audit
report for the "Edible Oil & Prepared Foods" for the period ended March
31, 2014 is September 30, 2014.
The Board of Directors has appointed M/s. S A & Associates, Cost
Accountants as a Cost Auditor for conducting the cost audit for the
financial year 2014-2015, subject to approval of the members.
AUDITORS:
M/s R. R. S. & Associates, Statutory Auditors of the Company, retire at
the ensuing annual general meeting and they have confirmed their
eligibility pursuant to the provision of the Section 139 of The
Companies Act, 2013 and willingness to be re- reappointed.
The Members of the Audit Committee and Board of Directors of the
Company recommended to appoint M/s R. R. S. & Associ- ates, Chartered
Accountants as Auditors of the Company from the conclusion of the 22nd
Annual general Meeting to the conclu- sion of the 25th Annual general
Meeting of the Company, subject to ratification of the appointment by
the members at every AGM held after the ensuing AGM.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/explanation. The Notes on financial
statements are self explanatory, if any, and needs no further
explanation.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation and
gratitude for the valuable support and co-operation re- ceived from the
Customers and Suppliers, various Financial Institutions, Banks,
Government Authorities, Auditors and Share- holders 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.
On behalf of Board of Directors
For, VIMAL OIL & FOODS LIMITED
Place: Ahmedabad JAYESH C. PATEL
Date: August 14, 2014 Chairman & Managing Director
Mar 31, 2013
To, The Members,
The Directors have pleasure in presenting the Twenty First Annual
Report with the Audited Accounts for the financial year ended March 31,
2013.
FINANCIAL RESULTS: (Rs. in lakhs)
PARTICULARS Current Year Previous Year
2012-13 2011-12
Sales Including Other Income 194825.60 124900.96
Profit Before Interest,
Depreciation & Taxation 5478.32 2816.03
Interest & Financial charges 2995.33 1629.33
Depreciation 280.35 262.79
Profit Before Taxation 2202.64 923.91
Provision For Taxation including
Deferred Tax 696.59 342.39
Profit After Tax 1506.05 581.52
Adding Thereto: Balance B/F
From Previous Year 2051.84 1795.30
Amounts Available For Appropriation 3557.89 2376.82
Appropriations:
Dividend & Dividend Tax 287.12 274.98
General Reserve 75.00 50.00
Balance carried Forward 3195.78 2051.84
DIVIDEND:
The Directors recommend a final dividend of Rs.0.60 (6%) per share on
50,00,000 nos. 6% Non Cumulative Redeemable Preference Shares, Rs. 0.80
(8%) per share on 1,00,00,000 nos. 8% Non Cumulative Redeemable
Preference Shares and Rs. 1.20 (12%) per share on the paid up equity
share capital of the Company.
OPERATIONS:
The Company''s operations, continued to be satisfactory:
(Rs. in lakhs)
2012-13 2011-12
Sales Including Other Income 194825.60 124900.96
Profit after tax 1506.05 581.52
The sales including other income for the year ended March 31, 2013 was
Rs. 194825.60 lakhs as against Rs. 124900.96 lakhs for the previous
financial year. The total sales of the Company has increased by 56%
(approx) as compared to the previous year.
The total export sales for the year ended March 31, 2013 was Rs. 2764.85
lakhs as against Rs. 3852.46 lakhs for the previous financial year. The
Profit before tax was Rs. 2202.64 lakhs and the profit after tax was Rs.
1506.05 lakhs for the year ended on March 31, 2013 as against Rs. 923.91
lakhs and Rs. 581.52 lakhs respectively for the previous financial year.
FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from the public and it
is therefore not required to comply with the requirement under
Non-Banking Non-Financial companies (Reserve Bank) Directions, 1966 and
Companies (Acceptance of Deposits) Rules, 1975.
SUBSIDIARY:
The Company has purchased/acquired 31,20,000 Equity Shares of Rs. 10/-
each at a premium of Rs.30/- per Shares of Vimal Dairy Limited (VDL),
through the preferential allotment, on February 26, 2013 and thereby
VDL has become 52.00% subsidiary of the Company. At the year ended on
March 31, 2013, the Company has one subsidiary company in India.
Pursuant to the general exemption granted by the Ministry of Corporate
Affairs, Government of India vide General Circular No. 2/ 2011 dated
8th February, 2011 and resolution passed by the Board of Directors on
August 13, 2013, copy of Balance Sheet, Statement of Profit and Loss,
Report of the Board of Directors and the Report of the Auditors of
subsidiary company have not been attached with the annual accounts of
the Company under section 212 of the Companies Act, 1956. As required
under the above said circular, a statement containing the information
of subsidiary Company is attached and forms part of this Annual Report.
The annual accounts of the subsidiary company and the related
information are available for inspection by any shareholder at the
registered office of the Company during business hours and make them
available upon the request by any shareholder of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to clause 32 and 41 of the Listing Agreement and Accounting
Standard 21 issued by the Institute of Chartered Accountants of India,
the Board of Directors has pleasure in attaching the Audited
Consolidated financial statements including the financial statements of
subsidiary company. This being the first year of M/s. Vimal Dairy Ltd.
becoming a subsidiary Company, only current year figures are given in
the consolidated financial statements and the consolidated cashflow
statement is not attached.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Shri Mukesh N. Patel, Director of
the Company, retires by rotation at the ensuing Annual General Meeting
and is eligible for re-appointment.
The brief resume / details relating to Director who is to be
appointed/re-appointed are furnished in the notes.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956 (hereinafter
referred to as "the Act"), the Board of Directors of the Company hereby
state and confirm that:
i. In the preparation of the Annual Accounts for the year ended on
March 31, 2013, the applicable accounting standards have been followed
by the Company along with proper explanation relating to material
departure, if any;
ii. They 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, 2013 and of the profits of the Company for the
year ended March 31, 2013;
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the Assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts on a going concern basis.
LISTING:
i. The Company''s Shares are listed on the BSE Limited, Mumbai (BSE).
Also, the Equity Shares of the Company have listed on the National
Stock Exchange of India Limited, Mumbai (NSE) and admitted to dealing
on NSE with effect from May 21, 2013.
For the year 2013-14, the Company has paid annual listing fee to BSE
and NSE.
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 EMPLOYEES:
The particulars of employees falling under the purview of section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Amendment Rules, 2011 are NIL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
The particulars as prescribed under Section 217(1)(e) of the Act, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are set out in an annexure to this report.
CORPORATE GOVERNANCE:
The Board of Directors of the Company have evolved and adopted a Code
of Conduct based on the principles of Corporate Governance and best
management practices being followed globally. The Code is available on
the website of the Company at www.vimaloil.com.
Compliance Report, in accordance with the Clause 49 of the Listing
Agreements with Stock Exchanges, on Corporate Governance forms part of
the Annual Report. The Auditors'' Certificate on the compliance of
Corporate Governance Code embodied in Clause 49 of the Listing
Agreement is attached hereto and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is annexed after the Directors'' Report
and forms a part of this Report.
COST AUDITOR
Pursuant to section 233B of the Companies Act, 1956, for the financial
year 2012-13, the Central Government has approved the appointment of
M/s. N. D. Birla & Co., Cost Accountants as cost auditor for conducting
cost audit of "Edible oil seeds and Oils (including vanaspati)". As per
the clarification issued by Cost Audit Branch of Ministry of Corporate
Affairs vide General Circular No. 67/2011 dated November 30, 2011,
generation of electricity for captive consumption has been exempted
from the applicability of cost audit.
As per the requirement of the Central Government and pursuant to
Section 233B of the Companies Act, 1956 and the Rules thereunder, the
Company''s Cost Records for the year ended March 31, 2013 are being
audited / reviewed by Cost Auditors, M/s. N.D. Birla & Co. The due date
for filing of cost audit report for the "Edible oil seeds and Oils
(including vanaspati)" for the period ended March 31, 2013 is September
30, 2013.
The Board of Directors has appointed / reappointed M/s N. D. Birla &
Co., Cost Accountants as cost auditor for conducting the cost audit for
the financial year 2013-2014.
AUDITORS:
M/s. R R S & Associates, Chartered Accountants, Statutory Auditors of
the Company, retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
There are no qualifications or adverse remarks in the Auditors'' Report
which require any clarification/explanation. The Notes on financial
statements are self explanatory, if any, and needs no further
explanation.
ACKNOWLEDGEMENT:
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.
On behalf of Board of Directors
For, VIMAL OIL & FOODS LIMITED
Place: Ahmedabad JAYESH C. PATEL
Date: August 13, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 20th Annual Report with
the Audited Accounts for the financial year ended 31st March, 2012.
FINANCIAL RESULTS: (Rs. in lakhs)
PARTICULARS Current Year Previous Year
2011-12 2010-11
Sales Including Other Income 124820.08 113981.56
Profit Before Interest, Depreciation & Taxation 2816.03 2892.43
Interest & Financial charges 1629.33 1138.89
Depreciation 262.79 246.86
Profit Before Taxation 923.91 1506.68
Provision For Taxation including Deferred Tax 342.39 472.05
Profit After Tax 581.52 1034.63
Adding Thereto: Balance B/F From Previous Year 1795.30 1123.47
Amounts Available For Appropriation 2376.82 2158.10
Appropriations:
Dividend & Dividend Tax 274.98 312.80
General Reserve 50.00 50.00
Balance carried Forward 2051.84 1795.30
DIVIDEND:
The Directors recommend a final dividend of Rs. 0.60 (6%) per Share on 6%
50,00,000 Preference Shares, Rs. 0.80 (8%) per Share on 8% 1,00,00,000
Preference Shares and Rs. 1.20 (12%) per Share on the paid up Equity
Share Capital of the Company.
OPERATIONS:
The Company's operations, continued to be satisfactory:
(Rs. in lakhs)
2011-12 2010-11
Sales Including Other Income 124820.08 113981.56
Profit after tax 581.52 1034.63
The sales including other income for the financial year under review
were Rs. 124820.08 lakhs as against Rs. 113981.56 lakhs which were recorded
for the previous financial year.
The total export sales for the financial year under review were Rs.
4380.37 lakhs as against Rs. 4244.03 lakhs for the previous financial
year. The profit before tax was Rs. 923.91 lakhs and the profit after tax
was Rs. 581.52 lakhs for the financial year under review as against Rs.
1506.68 lakhs and Rs. 1034.63 lakhs respectively for the previous
financial year.
CAPITAL RAISING/ FURTHER ALLOTMENT OF SECURITIES AND UTILIZATION OF
PROCEEDS RECEIVED FROM PREFERENTIAL ALLOTMENT:
Further Issues of Equity:
I) In order to meet the fund requirements of the Company for its
increasing long term working capital requirements, for redemption of
the Non-Cumulative Redeemable Preference Shares, for investment in
other Bodies Corporate and/or Group Companies and for General Corporate
purposes, the Company had come out with allotment of Equity Shares on
preferen- tial basis to the non-promoters in the Month of June- 2012 at
an issue price calculated under the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009, on preferential basis duly
approved by the Shareholders and decided by the Board of Directors of
the Company.
II) On 4th July, 2012, the Company allotted on preferential basis [in
accordance with the Regulations for Preferential Issue containing in
the Chapter VII of the SEBI (Issue of Capital and Disclosure
Requirements) Regulation, 2009], 8,70,000 Equity Shares of Rs. 10/- to
the non promoters at premium of Rs. 55/-, aggregating to Rs. 5,65,50,000/-.
III) The entire proceeds are utilized towards the long working capital
Requirements.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Shri Mahendrabhai V. Patel,
Director of the Company, retires by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment.
The brief resume / details relating to Director who is to be
appointed/re-appointed are furnished in the notes.
During the year, Shri Harnarayan J. Patel retired from the Board of
Director of the Company w.e.f. 30th September, 2011. Your Directors
wish to record their gratitude and appreciation for the contribution by
Shri Harnarayan J. Patel during his tenure as Directors of the Company.
Shri Alkesh B Patel has been inducted as an Additional Director with
effect from 13th December, 2012 and hold office up to ensuing Annual
General Meeting of the Company. The Company has received notice from
Members under section 257 of the Companies Act, 1956, signifying their
intention to propose the candidature of above mentioned person for the
office of Directors.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956 (hereinafter
referred to as "the Act"), The Board of Directors of the Company hereby
state and confirm that:
i. In the preparation of the Annual Accounts, for the year ended 31st
March, 2012 the applicable accounting standards have been followed by
the Company along with proper explanation relating to material
departure, if any:
ii. They 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 31st March, 2012 and of the profits of the Company for
the year ended 31st March, 2012;
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provi- sions of the
Act for safeguarding the Assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts on a going concern basis.
LISTING:
The Company's Shares are listed on the Bombay Stock Exchange Limited,
Mumbai.
The Company has paid the Annual Listing Fees to the above Stock
Exchange for the financial year 2012-2013.
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 EMPLOYEES:
The particulars of employees falling under the purview of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Amendment Rules, 2011 are NIL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
The additional information required under the provisions of section
217(1)(e) of the Companies Act, 1956, read with the Compa- nies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, and forming part of the Report, is annexed hereto. CORPORATE
GOVERNANCE:
The Board of Directors of the Company had evolved and adopted a Code of
Conduct based on the principles of Corporate Governance and best
management practices being followed globally. The Code is available on
the website of the Company at www.vimaloil.com.
Compliance Report, in accordance with the Clause 49 of the Listing
Agreements with Stock Exchanges, on Corporate Governance forms part of
the Annual Report. The Auditors' Certificate on the compliance of
Corporate Governance Code embodied in Clause 49 of the Listing
Agreement is attached hereto and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is annexed after the Directors' Report
and forms a part of this Report.
AUDITORS:
M/s. R R S & Associates, Chartered Accountants, Statutory Auditors of
the Company, retire at the ensuing Annual General Meet- ing and are
eligible for re-appointment.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/explanation. The Notes on financial
statements are self explanatory, if any, and needs no further
explanation.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation and
gratitude for the valuable support and co-operation re- ceived from the
Customers and Suppliers, various Financial Institutions, Banks,
Government Authorities, Auditors and Share- holders 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.
On behalf of the Board of Directors
For, VIMAL OIL & FOODS LIMITED
Place : Ahmedabad
Date : 28th August, 2012 JAYESH C. PATEL
Chairman & Managing Director
Mar 31, 2011
The Members,
The Directors have pleasure in presenting the 19th Annual Report with
the Audited Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS :
(Rs. in lacs)
Current Year Previous Year
2010 - 2011 2009 - 2010
Sales Including Other Income 113,981.57 73443.60
Profit Before Interest,
Depreciation & Taxation 2,892.42 2222.82
Interest & Financial charges 1,138.88 1283.72
Depreciation 246.86 213.07
Profit Before Taxation 1,506.68 726.04
Provision For Taxation including
Deferred Tax 472.05 193.95
Profit After Tax 1,034.63 532.08
Adding Thereto: Balance B/F From
Previous Year 1,123.47 849.94
Amounts Available For Appropriation 2,158.11 1382.02
Appropriations:
Dividend & Dividend Tax 312.80 208.54
General Reserve 50.00 50.00
Balance carried Forward 1,795.31 1123.47
DIVIDEND :
The Directors recommend a final dividend of Rs. 0.60 (6%) per share on
6% 50,00,000 Preference shares, Rs. 0.80 (8%) per share on 8%
1,00,00,000 Preference Shares and Rs. 1.50 (15%) per share on the paid
up Equity Share Capital of the Company.
OPERATIONS :
The CompanyÃs operations, continued to be satisfactory:
(Rs. in lacs)
2010 - 2011 2009 - 2010
Sales and related 113,981.57 73443.60
income
Profit after tax 1,034.63 532.08
The Sales including other income for the financial year under review
were Rs. 113981.57 Lacs as against Rs. 73443.60 Lacs which were
recorded for the previous financial year.
The total export sales for the financial year under review were Rs.
4244.02 Lacs as against Rs. 2965.76 Lacs for the previous financial
year. The Profit before tax was Rs. 1506.68 Lacs and the profit after
tax was Rs. 1034.63 Lacs for the financial year under review as against
Rs.726.04 Lacs and Rs 532.08 Lacs respectively for the previous
financial year.
CAPITAL RAISING/ PREFERENTIAL ALLOTMENT OF SECURITIES AND UTILIZATION
OF PROCEEDS RECEIVED FROM PREFERENTIAL ALLOTMENT:
Preferential Issues of Equity:
I) In order to meet the fund requirements of the Company for its
increasing long term working capital requirements and to redeem the Non
à Cumulative Redeemable Preference Shares, the Company had come out
with preferential allotment of Equity Shares to the promoters during
the year at an issue price calculated under SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009 on preferential basis duly
approved by Shareholders and the Board of Directors of the Company
II) On 14th September, 2010, the Company allotted, on preferential
basis [in accordance with the Regulations for Preferential Issue
containing in the Chapter VII of the SEBI (Issue of Capital and
Disclosure Requirements) Regulation, 2009], 60,00,000 equity shares of
Rs. 10/- to the promoters at premium of Rs.40.16/-, aggregating to Rs.
30,09,60,000/-.
III) The entire proceeds have been utilized towards the long term
working capital requirements.
DIRECTORS :
In accordance with the provisions of the Companies Act, 1956 and the
CompanyÃs Articles of Association, Shri Harnarayan J. Patel, Director
of the Company, retires by rotation at the ensuing Annual General
Meeting and is eligible for re-appointment.
The brief resume / details relating to Directors who are to be
appointed/re-appointed are furnished in the notes.
DIRECTORSÃ RESPONSIBILITY STATEMENT :
Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter
referred to as "the Act"), your Directors confirm that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
ii. They 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 31st March, 2011 and of the profits of the Company for
the year ended 31st March, 2011;
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the Assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts on a going concern basis.
LISTING :
The CompanyÃs Shares are listed on Bombay Stock Exchange Limited.
The Company has paid the Annual Listing Fees to the above Stock
Exchange for the Financial Year 2011-2012.
INDUSTRIAL RELATIONS:
The CompanyÃs 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 EMPLOYEES:
The particulars of employees falling under the purview of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Amendment Rules, 2011 are NIL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARININGS & OUTGO:
The additional information required under the provisions of Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, and forming part of the Report, is annexed hereto.
CORPORATE GOVERNANCE:
The Board of Directors of the Company had evolved and adopted a Code of
Conduct based on the principles of Corporate Governance and best
management practices being followed globally. The Code is available on
the website of the Company www.vimaloil.com.
Compliance Report, in accordance with the Clause 49 of the Listing
Agreements with Stock Exchanges, on Corporate Governance forms part of
the Annual Report. The Auditors certificate on the compliance of
Corporate Governance Code embodied in Clause 49 of the Listing
Agreement is attached hereto and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is annexed after the Directorsà Report
and forms a part of this Report.
AUDITORS:
M/s. R R S & Associates, Chartered Accountants, Statutory Auditors of
the Company, retire at the ensuing annual general meeting and are
eligible for re-appointment.
ACKNOWLEDGEMENT:
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.
On behalf of the Board of Directors
FOR, VIMAL OIL & FOODS LIMITED
JAYESH C. PATEL
Chairman & Managing Director
Place : Ahmedabad
Date : 29th August, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 18th Annual Report on
the business and operations of the Company together with the Audited
Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS :
(Rs. in lacs)
Current Year Previous Year
2009 - 2010 2008 - 2009
Sales Including Other Income 73443.60 62387.00
Profit Before Interest, Depreciation
& Taxation 2222.82 1391.93
Interest & Financial charges 1283.72 800.63
Depreciation 213.07 164.74
Profit Before Taxation 726.04 426.56
Provision For Taxation including Deferred Tax 193.95 143.73
Prof it After Tax 532.08 282.83
Adding Thereto: Balance B/F From
Previous Year 849.94 770.96
Amounts Available For Appropriation 1382.02 1053.79
Appropriations:
Dividend & Dividend Tax 208.54 153.85
General Reserve 50.00 50.00
Balance carried Forward 1123.47 849.94
DIVIDEND :
The directors recommend a final dividend of Rs. 0.60 per share (6%) on
50,00,000 Preference shares, Rs. 0.80 per share (8%) on 1,00,00,000
Preference Shares and Rs. 1.50 per share (15%) on the paid up Equity
share capital of the company.
OPERATIONS :
The Companys operations, continued to be satisfactory:
(Rs. in lacs)
2009 - 2010 2008 - 2009
Sales and related income 73441.13 62316.49
Profit after tax 532.08 282.83
The Sales & other income for the financial year under review were Rs.
73441.13 Lacs as against Rs. 62316.49 Lacs of the same for the previous
financial year. The total export sales for the financial year under
review is Rs. 2965.76 lacs as against Rs.2880.87 Lacs for the previous
financial year. The Profit before tax was Rs. 726.04 Lacs and the
profit after tax was Rs. 532.08 Lacs for the financial year under
review as against Rs.426.56 Lacs and Rs 282.83 Lacs respectively for
the previous financial year.
DIRECTORS :
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Shri Mukesh N. Patel, Director of
the Company, retires by rotation at the ensuing Annual General Meeting
and is eligible for re-appointment. Your directors recommend his
re-appointment.
The brief resume / details relating to directors who are to be
appointed/re-appointed are furnished in the notes.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter
referred to as "the Act"), your Directors confirm that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
ii. They 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 31s March, 2010 and of the profits of the Company for
the year ended 31 March, 2010;
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the Assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts on a going concern basis.
LISTING :
The Companys Shares are listed on Bombay Stock Exchange.
The Company has paid the annual listing fees to the above Stock
Exchange for the finanial year 2010-2011.
INDUSTRIAL RELATIONS:
The Companys 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 EMPLOYEES:
The particulars of employees falling under the purview of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 are NIL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARININGS & OUTGO:
The additional information required under the provisions of Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, and forming part of the Report, is annexed hereto.
CORPORATE GOVERNANCE:
The Board of Directors of the Company had evolved and adopted a Code of
Conduct based on the principles of Corporate Governance and best
management practices being followed globally. The Code is available on
the website of the Company www.vimaloil.com.
Compliance Report, in accordance with the Clause 49 of the Listing
Agreements with Stock Exchanges, on Corporate Governance forms part of
the Annual Report. The Auditors certificate on the compliance of
Corporate Governance Code embodied in Clause 49 of the Listing
Agreement is attached hereto and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is annexed after the Directors Report
and forms a part of this Report.
AUDITORS:
M/s RRS & Associates, Chartered Accountants, Statutory Auditors of the
Company, retire at the ensuing annual general meeting and are eligible
for re-appointment.
ACKNOWLEDGEMENT:
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.
On behalf of the Board of Directors
FOR, VIMAL OIL & FOODS LIMITED
Place : Ahmedabad JAYESH C. PATEL
Date:26th, August, 2010 Chairman & Managing Director
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