Notes to Accounts of Vimal Oil & Foods Ltd.

Mar 31, 2016

Note 1.: As against the same, the company has paid under protest of Rs.406.50 Lacs and shown as Long Term Loans and Advances.

2. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the current assets, loans and advances in the ordinary course of the business shall not be less than the amount stated in the Balance Sheet except for an amount of Rs.196.75 crore of Trade receivable considered doubtful for recovery. The balance of trade receivable and trade payables are subject to confirmation, reconciliation and consequential adjustments, if any

3. Non-Provision for Doubtful Trade Receivables:

No Provision has been made in respect of an amount of Rs.196.75 crore of Trade Receivable considered doubtful for recovery. To that extent, losses of the company are understated and current assets of the company are overstated.

4. Micro and Small Scale Business Enterprises:

The Company has not received information from the Suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

5. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. The company has transferred Rs.1,33,371/- in relation to year 2007-08, to the Investor Education & Protection Fund during the year.

6. As per clause 32 of the listing agreement, the disclosure related to Loans to Subsidiary

7. As per provisions of the Companies Act, 2013, the company is required to spend 2% of the average net profits of the three immediately preceding financial years on CSR as per the provisions of section 135 of the Companies Act, 2013. The company has not spent any amount towards CSR expenses during the year.

8. In view of the erosion of 100% net worth of the Company by current year''s losses as on 31st March 2016, the Company has become Sick Industrial Company under the provisions of Section 3(1)(o) of the Sick Industrial Companies (special provisions) Act, 1985 (SICA 1985). Accordingly the Company has to file ''reference'' in prescribed ''Form A'' to the Hon''ble Board for Industrial & Financial Reconstruction (BIFR) to comply with the provisions of Section 15(1) of the SICA 1985 within 60 days from the date of forming such opinion by the Board of Directors, The management is in process of compliance of the same.

9. Disclosure under Accounting standard

10. Disclosure as per Accounting Standard - 15 (Revised) Employee Benefits

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Mar 31, 2015

1. Terms /rights attached to equity share and preference share

(i) Equity : The company has equity shares having par valur of Rs. 10 per share. Each holder of equity shares is entitled to have one vote per share.The company declares and pays dividends in indian rupees.The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of the equity shares will be entitled to receive the remaining assets of the company, after distribution of all prefrential amounts.The distribution will be in proportion to the number of shares held by the shareholders.

During the year ended 31 March 2015, the amount of per share dividend recognized as distribution to equityshareholders was Rs. 1.20 (31 March 2014: Rs.1.20)

(ii) Preference: The company has (a) 6% Non cumulative Redeemable preference shares and (b) 8% Non cumulative Redeemable preference shares having par value of Rs. 10 per share. The holders of preference share are entitled to enjoy the rights of not only receiving the dividend at fixed rate but also receiving the capital on winding up.

2. Additional Information to the Financial Statements

a. The Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year classification/ disclosures.

b. Contingent Liabilities

Particulars 2014-2015 2013-2014 (Rs. in Lacs) (Rs. in Lacs)

Bank guarantee given in favor of GAIL 6.50 6.50

Liability in respect of Letter of credit against which goods not received 4368.56 0.00

upto 31st March,2015

Sales Tax Demand under Sales Tax Laws for the accounting year 618.22 618.22

2001- 02, 2002-03, 2003-04 - (Note i)

Sales Tax Demand under Rajasthan Sales Tax Act, 1994 for the year 139.48 139.48

2002- 03 - (Note i)

Demand under Income Tax Act, 1961 for the accounting year 1999-00 53.83 53.83

Demand under Income Tax Act, 1961 for the accounting year 2006-07 27.72 27.72

Demand under Income Tax Act, 1961 for the accounting year 2007-08 17.93 63.99

Demand under Income Tax Act, 1961 for the accounting year 2008-09 3.97 3.97

Demand under Income Tax Act, 1961 for the accounting year 2009-10 4.44 5.59

Corporate Bank Guarantee Given in favor of Gayatri Enterprise 1000.00 1000.00

Note:

i) As against the same, the company has paid under protest of Rs 406.50 lacs and shown as Long Term Loans and Advances.

c. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the current assets, loans and advances in the ordinary course of the business will not be less than the amount stated in the Balance Sheet. The balance of trade receivable and trade payables are subject to confirmation, reconciliation and consequential adjustments, if any

d. Micro and Small Scale Business Enterprises:

The Company has not received information from the Suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

e. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. The company has transferred Rs. 1,16,576/- in relation to year 2006-07, to the Investor Education & Protection Fund during the year.

f. As per provisions of the Companies Act, 2013, the company is required to spend 2% of the average net profits of the three immediately preceding financial years on CSR as per the provisions of section 135 of the Companies Act, 2013. The company has not spent anything towards CSR expenses during the year

3. Disclosure under Accounting standard

A. Disclosure as per Accounting Standard - 15 (Revised) Employee Benefits (In continuation with Note: 20)

Defined Contribution Plan

The company provides retirement benefit in form of provident fund, gratuity and leave encashment. Provident fund contribution made to "Government Administered Provident Fund" are treated as Defined Contribution Plan, since the company has no further obligation beyond its monthly contribution,

Contribution to. Recognized Provident Fund and charged off during the year, is as under:

Employer's Contribution to Provident Fund Rs. Rs. 14.26 lacs (Previous year Rs. 12.88 lacs)

Defined Benefit Plan

The company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invest the funds as per IRDA guidelines. The details of these defined plans recognized in the financial statements are as under:

General Description of the Plan

The company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payments to vested employees at retirement, death, incapacitation of termination of employment, of an amount based on the respective employees salary and the tenure of employment

B. Related Party Disclosures As Per Accounting Standard - 18

Names of related parties and description of relationship from/ to which following transactions were entered during the year:

(Rs. in Lacs)

Sr. Name Relationship No.

(A)

1 Jayeshbhai Patel Managing Director

2 Jigishaben Patel Relative of Key Managerial Person

3 Pradipbhai Patel Relative of Key Managerial Person

4 Chandubhai Patel Relative of Key Managerial Person

5 Jitendra Patel KMP

6 Fagesh Soni KMP

(B)

1 Vimal Dairy Limited Subsidiary Company

(Rs. in Lacs)

Sr. Manner No.

1 Key Managerial Person & person exercising more than 20% voting power.

2 Relative as Sister in Law of Jayeshbhai Patel, the Director of the company

3 Relative as Brother of Jayeshbhai Patel, the Direc- tor of the company

4 Relative as Father of Jayeshbhai Patel, the Director of the company

5 Chief Financial Officer of the Company

6 Company Secretary of the company

1 52% holding of equity shares w.e.f. 26 -02 - 2013

C. Segment Information as per Accounting Standard- 17 on Segment Reporting

The company has identified three business segments viz. Integrated Oil Division, Powder Plant and Wind Mill. Segments have been identified and reported taking into account the nature of products, the differing risks and returns, the organizational structure and internal business reporting system.

Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment.

Segment Assets and Segment Liabilities represent assets and liabilities of respective segments.

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Mar 31, 2014

1.1 Terms /rights attached to equity share and preference share

(i) Equity : The company has equity shares having par valur of Rs.10 per share. Each holder of equity shares is entitled to have one vote per share.The company declares and pays dividends in indian rupees.The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of the equity shares will be entitled to receive the remaining assets of the company, after distribution of all prefrential amounts.The distribution will be in proportion to the number of shares held by the shareholders.

The company has made preferential allotment of 36,00,000 shares of Rs. 10/- each at a premium of Rs. 95/-to Promoter/ Promoter's Group and Non-Promoter's in terms of chapter VII of SEBI (ICDR) Regulations, 2009 during the year.

During the year ended 31 March 2014, the amount of per share dividend recognized as distribution to equityshareholders was Rs. 1.20 (31 March 2013: Rs. 1.20)

(ii) Preference: The company has (a) 6% Non cumulative Redeemable preference shares and (b) 8% Non cumulative Redeem- able preference shares having par value of Rs. 10 per share. The holders of preference share are entitled to enjoy the rights of not only receiving the dividend at fixed rate but also receiving the capital on winding up.

2. Additional Information to the Financial Statements

2.1 The Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year classification/ disclosures.

2.2Contingent Liabilities

Particulars 2013-2014 2012-2013 (Rs. in Lakhs) (Rs. in Lakhs)

Bank guarantee given in favor of GAIL 6.50 6.50

Liability in respect of Letter of credit against which goods not received 0.00 460.95 upto 31st March,2014

Sales Tax Demand under Sales Tax Laws for the accounting year 618.22 618.22 2001-02, 2002-03, 2003-04 - Note i

Sales Tax Demand under Rajasthan Sales Tax Act, 1994 for the 139.48 139.48 year 2002-03 - (Note i)

Demand under Income Tax Act, 1961 for the accounting year 1999-00 53.83 53.83

Demand under Income Tax Act, 1961 for the accounting year 2006-07 27.72 27.72

Demand under Income Tax Act, 1961 for the accounting year 2007-08 63.99 63.99

Demand under Income Tax Act, 1961 for the accounting year 2008-09 3.97 3.97

Demand under Income Tax Act, 1961 for the accounting year 2009-10 5.59 5.59

Corporate Bank Guarantee Given in Favour of Gayatri Enterprise 1000.00 0.00

Note:

i) As against the same, the company has paid under protest of Rs. 406.50 lacs and shown as Long Term Loans and Advances.

2.3 In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the current assets, loans and advances in the ordinary course of the business will not be less than the amount stated in the Balance Sheet. The balance of trade receivable and trade payables are subject to confirmation, reconciliation and consequential ad- justments, if any

2.4 Micro and Small Scale Business Enterprises:

The Company has not received information from the Suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

2.5 There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

2.6 Quantity of inventories is based upon physical verification by the management and valuation is based on details of cost and realizable value (wherever applicable) considering the quality and other relevant factors ascertained by management. The quantities of inventories, sales and purchases are taken based on details worked out from the bills and the stock records maintained by the company (wherever applicable).

3. Disclosure under Accounting standard

3.1 Disclosure as per Accounting Standard - 15 (Revised) Employee Benefits (In continuation with Note: 20)

Defined Contribution Plan

The company provides retirement benefit in form of provident fund, gratuity and leave encashment. Provident fund contribution made to "Government Administered Provident Fund" are treated as Defined Contribution Plan, since the company has no further obligation beyond its monthly contribution,

Contribution to. Recognized Provident Fund and charged off during the year, is as under:

Employer's Contribution to Provident Fund Rs. 12.88 lacs (Previous year). 11.43 lacs)

Defined Benefit Plan

The company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invest the funds as per IRDA guidelines. The details of these defined plans recog- nized in the financial statements are as under:

General Description of the Plan

The company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payments to vested employees at retirement, death, incapacitation of termination of employment, of an amount based on the respective employees salary and the tenure of employment.

25.3 Segment Information as per Accounting Standard- 17 on Segment Reporting

The company has identified three business segments viz. Integrated Oil Division, Powder Plant and Wind Mill. Segments have been identified and reported taking into account the nature of products, the differing risks and returns, the organizational structure and internal business reporting system.

Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment.

Segment Assets and Segment Liabilities represent assets and liabilities of respective segments.

Note: (i)The company also exports its products but the disclosures as required under accounting standard 17 on geographical segment has not been provided as the total value of exports is less than 10% of the total revenue.

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Mar 31, 2013

1.1 Commitments on accounts of estimated amount of contracts remaining to be executed on Capital account and not provided for NIL (P.Y. NIL)

1.2 In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the current assets, loans and advances in the ordinary course of the business will not be less than the amount stated in the Balance Sheet.

1.3 Micro and Small Scale Business Enterprises:

The management has initiated the process of identifying enterprises those have provided goods and services to the company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprise Development Act, 2006. Accordingly, none of the suppliers of the company are micro enterprises, small and medium enterprises under the Micro, Small and Medium Enterprise Development Act, 2006. Therefore, the disclosures under section 22 of the said act are not necessary.

1.4 There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

1.5 Donation includes payments made to political party - Bharatiya Janta Party Rs.4.00 lacs(P.Y. Rs.Nil)

1.6 Quantity of inventories is based upon physical verification by the management and valuation is based on details of cost and realizable value (wherever applicable) considering the quality and other relevant factors ascertained by management. The quantities of inventories, sales and purchases are taken based on details worked out from the bills and the stock records maintained by the company (wherever applicable).

2 Disclosure under Accounting standard

2.1 Disclosure as per Accounting Standard - 15 (Revised) Employee Benefits ( In continuation with Note : 20)

Defined Contribution Plan

The company provides retirement benefit in form of provident fund, gratuity and leave encashment. Provident fund contribution made to "Government Administered Provident Fund" are treated asDefined Contribution Plan, since the company has no further obligation beyond its monthly contribution,

Contribution to. recognized and chargedoff the year, is as under:

Employer''s Contribution to Provident Fund Rs. 11.43 lacs (Rs. 9.95 lacs)

Defined Benefit Plan

The company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invest the funds as per IRDA guidelines. The details of these defined plans recognized in the financial statements are as under:

General Description of the Plan

The company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payments to vested employees at retirement, death, incapacitation of termination of employment, of an amount based on the respective employees salary and the tenure of employment.

2.2 Segment Information as per Accounting Standard– 17 on Segment Reporting

The company has identified three business segments viz. Integrated Oil Division, Powder Plant and Wind Mill. Segments have been identified and reported taking into account the nature of products, the differing risks and returns, the organizational structure and internal business reporting system.

Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment.

Segment Assets and Segment Liabilities represent assets and liabilities of respective segments.

Note:

(i) The company also exports its products but the disclosures as required under accounting standard 17 on geographical segment has not been provided as the total value of exports is less than 10% of the total revenue.

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Mar 31, 2012

1.1 Terms /rights attached to equity share and preference shre

(i) Equity : The company has equity shares having par valur of Rs.10 per share. Each holder of equity shares is entitled to have one vote per share. The company declares and pays dividends in indian rupees.The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of the equity shares will be entitled to receive the remaining assets of the company, after distribution of all prefrential amounts.The distribution will be in proportion to the number of shares held by the shareholders.

(ii) Preference: The company has (a) 6% Non cumulative Redeemable preference shares and (b) 8% Non cumulative Redeem- able preference shares having par value of Rs.10 per share. The holders of preference share are entitled to enjoy the rights of not only receiving the dividend at fixed rate but also receiving the capital on winding up.

2. Contingent Liabilities (Rs. in lakhs)

2011-2012 2010-11

Bank guarantee given in favor of GAIL 6.50 6.50

Liability in respect of Letter of credit against which goods not received upto 31st March,2012 5625.14 0

Sales Tax Demand under Sales Tax Laws for the accounting year 2001-02, 2002-03, 2003-04 * 618.22 618.22

Sales Tax Demand under Rajasthan Sales Tax Act, 1994 for the year 2002-03* 139.48 139.48

Demand under Income Tax Act, 1961 for the accounting year 1999-2000 53.83 0

Demand under Income Tax Act, 1961 for the accounting year 2007-0867. 00 67.00

Demand under Income Tax Act, 1961 for the accounting year 2008-09 5.97 0

Note:

* As against the same, the company has paid under protest of Rs. 406.50 lakhs and shown as Loans and Advances.

3. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the current assets, loans and advances in the ordinary course of the business will not be less than the amount stated in the Balance Sheet.

4. Micro and Small Scale Business Enterprises:

The management has initiated the process of identifying enterprises those have provided goods and services to the com- pany and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprise Development Act, 2006. Accordingly, the disclosure requirement here under is not furnish.

5. Quantity of inventories is based upon physical verification by the management and valuation is based on details of cost and realizable value (wherever applicable) considering the quality and other relevant factors ascertained by management. The quantities of inventories, sales and purchases are taken based on details worked out from the bills and the stock records maintained by the company (wherever applicable).

6. Employee Benefits ( In continuation with Note : 19)

The disclosure required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Account- ing Standards) Rules 2006 is given below:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized and charged off the year, is as under:

Employer's Contribution to Provident Fund Rs. 994627/- Defined Benefit Plan

The company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insur- ance Corporation of India, who invest the funds as per IRDA guidelines. The details of these defined plans recognized in the financial statements are as under:

General Description of the Plan:

The company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payments to vested employees at retirement, death, incapacitation of termination of employment, of an amount based on the respective employees salary and the tenure of employment.

7. Related Party Disclosures As Per Accounting Standard - 18

Names of related parties and description of relationship from/to which following transactions were entered during the year.

A. (i) Key Management Personnel

Shri Jayeshbhai Patel - Managing Director

(ii) Relatives:

Shri Chandubhai Patel

Shri Pradipbhai Patel

Smt. Jigishaben Patel

Smt. Kantaben Patel

8. Segment Information as per Accounting Standard- 17 on Segment Reporting

The company has identified three business segments viz. Integrated Oil Division, Powder Plant and Wind Mill. Segments have been identified and reported taking into account the nature of products, the differing risks and returns, the organizational structure and internal business reporting system.

Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Segment Assets and Segment Liabilities represent assets and liabilities of respective segments.

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Mar 31, 2011

1. CONTINGENT LIABILITIES : (Rs. In Lacs)

2010-2011 2009-2010

Bank guarantee given in favor of GAIL 6.50 6.50 Sales Tax Demand under Sales Tax Laws for the accounting year 2001-02, 2002-03, 2003-04 - (Note i) 618.22 618.22

Sales Tax Demand under Rajasthan Sales Tax Act, 1994 for the year 2002-03 - Note i 139.48 139.48

Demand under Income Tax Act, 1961 for the accounting year 2008-09 67.00 0

Note:

i) As against the same, the Company has paid under protest of Rs 406.50 Lacs and shown as Loans and Advances.

2. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the current assets, loans and advances in the ordinary course of the business will not be less than the amount stated in the Balance Sheet.

3. The previous year figures have been regrouped / reclassified, wherever necessary, to make them comparable with the figures of current year.

4. Micro and Small Scale Business Enterprises:

The management has initiated the process of identifying enterprises those have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprise Development Act, 2006. Accordingly, the disclosure requirement here under is not furnish.

5. Balance confirmations in respect of debtors, creditors and loan taken and given accounts are subject to conformation and reconciliation if any.

6. Quantity of inventories is based upon physical verification by the management and valuation is also based on details of cost and realizable value (wherever applicable) considering the quality and other relevant factors ascertained by management. The quantities of inventories, sales and purchases are taken on the basis of details worked out from the bills and the stock records maintained by the Company (wherever applicable).

7. Employee Benefits :

The disclosure required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006 is given below:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized and charged off the year, is as under:

Employer’s Contribution to Provident FundRs 869146/-

Defined Benefit Plan

The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invest the funds as per IRDA guidelines. The details of these defined plans recognized in the financial statements are as under:

General Description of the Plan:

The Company operates a defined benefit plan (the Gratuity Plan ) covering eligible employees, which provides a lump sum payments to vested employees at retirement, death, incapacitation of termination of employment, of an amount based on the respective employees salary and the tenure of employment.

8. Related Parties Disclosures as per Accounting Standard - 18 are given below :

(i) Names of related parties and description of relationship

(a) Key Management Personnel

Shri Jayeshbhai Patel – Managing Director

(b) Enterprises over which Key Management Personnel and their relative have substantial interest :

Vimal Dairy Ltd. Vimal Energy Private Limited

Vim Coats Swastik Ceracon India Ltd

Vinay Corporation Gladder Ceramics Ltd

Canon Capital & Finance Canon Commodity Markets Ltd Ltd.

9. Segment Information as per Accounting Standard – 17 on ‘Segment Reporting’:

The Company has identified three business segments viz. Integrated Oil Division, Powder Plant and Wind Mill. Segments have been identified and reported taking into account the nature of products, the differing risks and returns, the organizational structure and internal business reporting system.

Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallowable"

Segment Assets and Segment Liabilities represent assets and liabilities of respective segments. Investments, tax related assets and other assets and liabilities that can not be allocated to a segment on reasonable basis have been disclosed as "Unallowable".

10. Additional information pursuant to the provisions of Paragraphs 3,4C & 4D of the Part II of Schedule VI of the Company Act, 1956 as amended by the Companies (Amendment) Act, 1988.