Corporate Governance report

I
A STUDY OF CORPORATE GOVERNANCE PRACTICES
TATA COFFEE.LTD AND VIMAL OIL & FOODS LTD
A report submitted to
UKA TARSADIA UNIVERSITY
In Partial Fulfillment of the Requirements for the Degree of
Master of Business Administration
In
040070212 Corporate Governance (Project)
By
F.Y.MBA
(Division)
Enrolment No. Name of Students
B
201604100710083 PATEL HENIBEN VIJAYBHAI
201604100710105 BORSE MAYURI ARUN
Guided by
Mr. Swapnil Chaurasia,
Assistant Professor, SRIMCA
Department of Management, Shrimad Rajchandra Institute of
Management and Computer Application,
Gopal Vidyanagar, Bardoli, Surat.
April 2017

2
CERTIFICATE
This is to certify that research work embodied in this report entitled “Corporate
Governance TATA COFFEE LTD & VIMAL OIL & FOODS LTD” was carried out
by Ms Heniben Vijaybhai Patel. (En. No.:201604100710083) and Ms Mayuri Arun
Borse. (En.No.:201604100710105), at Department of Management, Shrimad
Rajchandra Institute of Management and Computer Application for the partial
fulfillment of M.B.A degree to be awarded by UKA TARSADIA UNIVERSITY.
This research work has been carried out under my supervision and is to my
satisfaction.
Date:
Place:
Mr. Swapnil Chaurasia Dr. Prashant Joshi

3
DECLARATION
We hereby declare that we are the sole authors of this research work and that neither any part of
this report nor the whole of the report has been submitted for a degree to any other University or
Institution.
We declare that, to the best of our knowledge, our report does not infringe upon anyone’s
copyright nor violate any proprietary rights and any ideas, techniques, quotations, or any other
material from the work of other people included in our report, published or otherwise, are fully
acknowledged in accordance with the standard referencing practices.
We declare that this is a true copy of our report, including any final revisions, as approved by our
report review committee.
Date:
Place:
Heniben Vijaybhai Patel. Mayuri Arun Borse.
En. No.: 201604100710083 En. No.: 2016041007100105
Verified
Mr. Swapnil Chaurasia

4
ACKNOWLEDGEMENTS
Today in the world of competition, training is needed to overcome shortage of skill and
knowledgeable person as well as for the personnel development and career advancement. It is a
great opportunities for us to do such type of training which help in our career development and
providing more knowledge about working process of organization.
We are also thankful to Dr. Prashant Joshi (Dean and Professor, Department of Commerce and
Management) and Mr. Swapnil Chaurasia (Faculty Guide) for his valuable advice. We are also
thankful to all staff of Shrimad Rajchandra Institute of Management and Computer Application,
Bardoli, for their co-ordination.
Last but not least we are also thankful to our friends who supported us during the deed of the
project work.

5
EXECUTIVE SUMMARY
Tata Coffee Ltd (formerly Consolidated Coffee), a subsidiary of Tata Tea and one of Asias
largest plantation company cultivates coffee pepper, oranges, paddy, cardamom and other
plantation and agricultural products. The companys estates are at Coorg in Karnataka, at an
elevation of 3000 ft. It also supplies manure and other estate requirements.
The last decade of 20th Century witnessed the company actively engaged in branded/ packaged
cofee business. It launched Coorg Coffee, a 100% pure coffee, in Karnataka and neighbouring
states, in Apr.93. Further it has also launched instant coffee bags for the north-Indian market
which is not familiar with south-Indian filtered coffee. The company has the advantage of being
able to use Tata Teas distribution system. Its main advantage lies in the fact that it is a plantation
company and is thus able to hold the price line if it so desires, unlike multinationals which pay
market prices for their raw material.
During 1999-2000, Asian Coffee (ACL), Coffee Lands (CLL), Charagni (CL) and Veerarajendra
Estates (VEL) amalgamated with the company. Brand Equity Business Promotion Agreement
(BE-BP Agreement) was executed by the company with M/s Tata Sons.
The company acquired a coffee estate in Kodagu, Karnataka. Further during Nov. 2003 the
company has finalised an agreement to acquire High Hill Company India Pvt. Ltd., which owns
an 3600 MT Instant Coffee facility at Jeyamangalam in Theni District of Tamil Nadu. The
amalgamation of Conscofe Investments, a wholly owned subsidiary of the company with itself
was completed with the approval of the arrangement by Hight Court of Karnataka.
During 2004-2005, the process relating to acquisition of Highhill Coffee India Private Ltd was
completed and consequently Highhill Coffee India Private Ltd became a Whollyowned
subsidiary of Tata Coffee with effect from 23.11.2004. The company divested its entire stake in
Barista Coffee Company Ltd, to the Sterling Group, during the under review.
During 2005-2006, the company acquired 5 Tea estates and 1 Coffee estates located in the
Anamallais region in Tamil Nadu and Kerala from Tata Tea Ltd. The Instant Coffee Facility at
Theni, Tamil Nadu acquired by the company has started normal operations during the year. The
company during the year entered into an agreement with E&E Varfahrenstechik GmbH,
Germany for supply, installation and commissioning of a state of the art Freeze Drying Plant
capable of producing 2000 MT of a Freeze Dyed Coffee. The Civil works has commenced and
the first shipment of the equipment is expected to receive shortly. The trail production and
commercial production is schedule to commence by November 2006 and January 2007
respectively. The project is set up on companies own land adjacent to the Instant coffee
manufacturing facility at Theni. The liquid concentrate manufactured at the companies existing
facility at Theni will be used as raw materials for Freeze dried coffee.
A Gasification Plant is also being set up by the Company at its instant Coffee facility at Theni
which will help reduce power and fuel costs to a substantial extent. For the purpose, the

6
Company has entered into an agreement with CICB-Chemicon Pvt. Ltd. The project would be
eligible to carbon credit in view of the resultant reduction in emission of green house gases
which cause global warming.
"Vimal Oil & Foods Limited, the manufacture and processor of edible oils are committed to
satisfy customers all the time by supplying best quality products with quality services using
best technology & adopting stringent norms of quality. Vimal Oil & Foods Ltd. (VOFL),
the flagship company of Vimal Group, was started in 1993 with the holy hands of Param
Punjay Pramukh Swami Maharaj (Head BAPS), in Mehsana, Gujarat, with a small 50-ton
refinery, and today it has evolved into a fully integrated and automatic oil-processing unit
with an annual turnover or Rs. 3000 crores, listed with National Stock Exchange (NSE)
and Bombay Stock Exchange (BSE). It all started from Gujarat State and now expanded to
West, Central, North and Northeast India (covering 21 States in its fold), which has
contributed to its growth. Having a good product is not enough – you need to tell the world
about it. This is why the Company regularly promotes its product through the print,
outdoor and electronic media. And also launches promotional schemes from time to time.
When you have a range like VOFL’s, it becomes imperative to create awareness about and
highlight each product.
Windmills have always been considered a clean and green means of generating power. So
as their contribution towards environmental conservation, the company installed them in
the coastal area of Gujarat, way back in 1996. As fuel generally accounts for a major chunk
of production costs, this also made sound business sense, by acting as a shield against ever
spiralling fuel prices and helping an environment.

7
TABLE OF CONTENTS
Chapter
No.
Particulars Page Nos.
- Certificate
- Declaration
- Acknowledgements
- Executive Summary
- List of Tables
- List of Figures
- List of Charts
1
Introduction
Company 1
Company 2
10
2 Study of Corporate Governance Practices 13
3
Key Findings
Company 1
Company 2
61
4
Recommendations
Company 1
Company 2
63
5 Conclusions 64
6 References
- ANNEXURES

8
LIST OF TABLES TATA COFFEE.LTD
Table
No.
Title of Table
Page
No.
Table 1.1 Attendance of each Director at the Board Meetings and the
last AGMs.
14
Table 1.2 Attendance during. Audit Committee Meetings attended by
its Members.
20
Table 1.3 Composition and Attendance. 22
Table 1.4 Detail of remuneration Paid. 24
Table 1.5 Stakeholder Relationship Committee. 26
Table 1.6 CSR Committee and Meetings attended by its Members. 27
Table 1.7 Risk Management Committee. 28
Table 1.8 Ethics & Compliance Committee. 28
Table 1.9 General Shareholder information. 31

9
LIST OF TABLES VIMAL OIL AND FOOD.LTD
Table
No.
Title of Table
Page
No.
Table 2.1 Boards of Directors. 42
Table 2.2 Attendance of Directors at the Board Meeting and last
AGMs.
42
Table 2.3 Details of Board Meeting. 43
Table 2.4 Attendance of each Member Committee. 45
Table 2.5 Attendance of Nomination & Remuneration Committee
Meeting.
47
Table 2.6 Remuneration Paid to the managing Director. 48
Table 2.7 Attendance of Stakeholders Relationship Committee
Meetings.
49
Table 2.8 AGMs during last 3 years. 50
Table 2.9 Dividend Payment Date. 54
Table 2.10 Listing on Stock Exchange. 55
Table 2.11 Stock Code. 55
Table 2.12 Market Price Data. 56
Table 2.13 Distribution of Shareholding. 59

10
COMPANY’S INTRODUCTION
Tata Coffee Ltd (formerly Consolidated Coffee), a subsidiary of Tata Tea and one of Asia's
largest plantation company cultivates coffee pepper, oranges, paddy, cardamom and other
plantation and agricultural products. The company's estates are at Coorg in Karnataka, at an
elevation of 3000 ft. It also supplies manure and other estate requirements. As Forward
Integration the company set up a coffee curing works at Kodagu, Karnataka in 1983-84. The
company by acquiring Glendora Tea Estate at Kudige diversified into Tea. Further the second
diversification into manufacture of Mechanical time-pieces is made with the acquisition of
Bombay based Sifco, a JV company between Favre-Leuba, Swiz and Jaz, France and a time-
piece manufacturer in 1988. The company became a subsidiary of Tata Tea when the latter
acquired around a 52% stake in the company in 1990.
The last decade of 20th Century witnessed the company actively engaged in branded/ packaged
coffee business. It launched Coorg Coffee, a 100% pure coffee, in Karnataka and neighbouring
states, in Apr.'93. Further it has also launched instant coffee bags for the north-Indian market
which is not familiar with south-Indian filtered coffee. The company has the advantage of being
able to use Tata Tea's distribution system. Its main advantage lies in the fact that it is a plantation
company and is thus able to hold the price line if it so desires, unlike multinationals which pay
market prices for their raw material. During 1999-2000, Asian Coffee (ACL), Coffee Lands
(CLL), Charagni (CL) and Veerarajendra Estates (VEL) amalgamated with the company. Brand
Equity Business Promotion Agreement (BE-BP Agreement) was executed by the company with
M/s Tata Sons. The company acquired a coffee estate in Kodagu, Karnataka. Further during Nov.
2003 the company has finalised an agreement to acquire High Hill Company India Pvt. Ltd.,
which owns a 3600 MT Instant Coffee facility at Jeyamangalam in Theni District of Tamil Nadu.
The amalgamation of Conscofe Investments, a wholly owned subsidiary of the company with
itself was completed with the approval of the arrangement by High Court of Karnataka. During
2004-2005, the process relating to acquisition of High hill Coffee India Private Ltd was
completed and consequently High hill Coffee India Private Ltd became a Wholly owned
subsidiary of Tata Coffee with effect from 23.11.2004. The company divested its entire stake in
Barista Coffee Company Ltd, to the Sterling Group, during the under review.
During 2005-2006, the company acquired 5 Tea estates and 1 Coffee estates located in the
Anomalies region in Tamil Nadu and Kerala from Tata Tea Ltd. The Instant Coffee Facility at
Theni, Tamil Nadu acquired by the company has started normal operations during the year. The
company during the year entered into an agreement with E&E Varfahrenstechik GmbH,
Germany for supply, installation and commissioning of a state of the art Freeze Drying Plant
capable of producing 2000 MT of a Freeze Dyed Coffee. The Civil works has commenced and
the first shipment of the equipment is expected to receive shortly. The trail production and
commercial production is scheduled to commence by November 2006 and January 2007
respectively. The project is set up on companies own land adjacent to the Instant coffee
manufacturing facility at Theni. The liquid concentrate manufactured at the companies existing
facility at Theni will be used as raw materials for Freeze dried coffee. The company is also in the
process of setting up a soluble coffee plant in Uganda under a Joint Venture with Tata Uganda
Ltd, Africa, being a large coffee producer. During 2006-07, the new Freeze Dried Coffee Plant

11
was inaugurated in Theni, Tamil Nadu in March, 2007. This is a state-of-the-art, Plant supplied
by E&E Verfahrenstechnik GmbH, Germany and one of the only three plants in the world with a
seven belt dryer. The Freeze Dried Coffee segment should help the Division improve its margins
going forward, with focus towards manufacture of higher value added products like Freeze Dried
Coffee and Agglomerated Coffee with the objective of insulating the Division from
commoditization of instant coffee. The Division is also exploring the possibility of launching a
Freeze Dried Coffee brand in Russia and CIS Countries.
The Company is proposing to set up a 3600 MT p.a soluble coffee plant in Uganda under a Joint
Venture with Tata Uganda Ltd., Kampala, Uganda. For the purpose a new Company by the name
of Tata Coffee (Uganda) Limited has been formed in Uganda and an Agreement has been signed
between the JV Company and the Ugandan Government. Africa being a large coffee producer,
the Joint Venture would be able to source coffee at competitive prices. The Ugandan
Government has agreed to provide various incentives /benefits in the form of duties, taxes etc.
Uganda, being a Least Developed Country (LDC), also enjoys the 'most favoured nation' status
as a result of which certain imports into the European Union from Uganda do not attract any
duty. This concession is likely to be extended to value added offerings, which could include
Instant Coffee. During the year the Company entered into a Joint Venture arrangement with
Beeyu Overseas Ltd., for the marketing and sale of its instant coffee products in the international
Market and in this connection acquired a 51% equity stake in a Joint Venture Company viz.
'Alliance Coffee Limited' consequent to which Alliance has become a subsidiary of the
Company.
The entire focus of Alliance will be on consolidating the Company's presence in the existing
markets, establish new markets and develop brands for the Company's instant coffee products in
the International Markets which would go a long way in helping the Division move away from
bulk sales to branded sales. A Gasification Plant is also being set up by the Company at its
instant Coffee facility at Theni which will help reduce power and fuel costs to a substantial
extent. For the purpose, the Company has entered into an agreement with CICB-Chemicon Pvt.
Ltd. The project would be eligible to carbon credit in view of the resultant reduction in emission
of green house gases which cause global warming. During the year, the Company signed a
Definitive Agreement to acquire Eight 0' Clock Coffee Company ('EOC'), U.S.A. from Gryphon
Investors for a total acquisition price of US$ 220 million. During the year, Alliance Coffee
Limited, Consolidated Coffee Inc, USA, Eight O' Clock Holdings Inc, USA and Eight O' Clock
Coffee Company, USA became subsidiaries of the Company. Eight 0' Clock Holdings Inc was
merged with Eight O' Clock Coffee Company in April, 2007.
Vimal Oil & Foods Ltd (VOFL), the flagship company of the Vimal Group, was born way back
in 1993, in Mehsana, North Gujarat. While it is still headquartered at Mehsana, it has setup
offices at Delhi, Mumbai & Ahmedabad. What started off with a small 50–ton Refinery, has
today evolved into fully integrated, oil–processing complex that is into seed crushing (200 TPD),
solvent extraction (200 TPD) and oil refining (300TPD).
The Company has an annual turnover of Rs. 630 Crore. It is listed on the Ahmedabad and
Bombay Stock Exchange. With over a decade of experience behind them, the Vimal Group has
earned a solid reputation for its vision, entrepreneurial spirit and competitive edge. Over the

12
years, the Group has not only expanded their business through integration and market
penetration, but also branched out into various diversified sectors. Be it edible oils and de–oiled
cakes (of Which VOFL are one of the largest exporters), Milk–Products, electrical, Submersible
Pumps, paints and varnish, wall–tiles and micro– minerals. Product range of the company
includes:
 VOFL has clearly segmented its wide product range, comprising oils of Cottonseed,
Groundnut, Soya, mustard and palm.
 Vimal lite Premium Table Margarine – Vimal lite is an exclusive blend of pure refined
vegetable oils and skimmed milk that tastes and spreads easily. Be it bread, toast, snacks,
parathas, dosas, pav–bhaji, dal fry or baking cakes, vimal lite can be used everywhere.
vimal lite has no cholesterol & is lower in total fats.it has more essential fats (PUFA &
MUFA) & is rich in various vitamins.
 Lips Palm kernel oil useful for Icecream, Biscuits & Confectionary Industries Plus Sweet
mfgrs. and other special purpose application.

13
TATA COFFEE Ltd.
Phase 1
1. Company’s Philosophy on Code of Governance
Your Company has based its principles of Corporate Governance philosophy on transparency,
accountability, values and ethics, which forms an integral part of the Management’s initiative in
its ongoing pursuit towards achieving excellence, growth and value creation. Your Company is
committed to highest standards of Corporate Governance and disclosure practices to ensure that
its affairs are managed in the best interest of all stakeholders.
As part of Tata Group, your Company has a strong legacy of fair, transparent and ethical
governance practices. This is further strengthened by the comprehensive written code of conduct
“Tata Code of Conduct”, which has been revised in line with the current amendments, which
serves as a guide on the standards of values, ethics and business principles to be followed in
running the Company’s affairs. The Company has also adopted the Tata Code of Conduct for
prevention of Insider Trading and Code of Corporate Disclosure practices in pursuance of the
Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations and
Whistle Blower Policy. The Company also practices the Tata Business Excellence Model, which
stresses on excellence in whatever the Company does, while upholding high levels of values and
business ethics.
Your Company is in compliance with the requirements of Corporate Governance stipulated in
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and Clause 49 of the erstwhile Listing Agreement with the Stock Exchanges.
2. Board of Directors
The Board of Directors along with its Committees provides leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value. The Board has a fiduciary relationship in ensuring that the rights of all
stakeholders are protected. The Board of Directors as on 31st March, 2016 comprised of 10
Directors, of which 6 were Non-Executive Directors. The Company had a Non-Executive
Chairman and 5 Independent Directors as on 31st March, 2016 comprising of one-half of the
total number of Directors. All Directors possess relevant qualifications and experience in general
Corporate Management, Finance, Banking and other allied fields which enable them to
effectively contribute to the Company in their capacity as Directors.
None of the Directors on the Board hold Directorships in more than ten Public Companies.
Further none of them is a member of more than ten Committees or Chairman of five Committees
(committees being Audit Committee and Stake Holder’s relationship Committee as per

14
Regulation 26 of SEBI Listing Regulations) across all the Public Companies in which he/she is a
Director. The necessary disclosures regarding their Committee positions in other Public
Companies as on 31st March, 2016 have been given by all the Directors. None of the Directors
are inter-se related to each other.
The Independent Directors of the Company have been appointed as per the provisions of the
Companies Act, 2013 (“Act”) and the Governance Guidelines for Board effectiveness adopted
by the Company. Formal letters of appointment have been issued to the Independent Directors
and the terms and conditions of their appointment are disclosed on the Company’s website
www.tatacoffee.com.
Category and attendance of Directors:
Table 1.1: Details of attendance of Directors at the Board Meetings and at the last Annual
General Meeting with particulars of their Directorship and Chairmanship/Membership of
Board/Committees in other Companies are as under:
Name
of
Direct
ors
Category No. of
Board
Meeting
attended
during
2015-16
Attendance
of AGM
held on
3rd August,
2015
No. of other
Directorships
*
(As on
31.03.2016)
No. of Committee
Positions in
Mandatory
Committees*
No
. of
Sh
ar
es
hel
d
Member Chairm
an
Mr. R.
Harish
Bhat
DIN:
00478
198
C(NED) 7 Yes 5 3 1 -
Mr. S.
Santha
nakris
hnan
DIN:
00032
049
NED and IND 7 Yes 6 4 2 -
Prof.
Arun
Monap
pa
DIN:
00050
840
NED and IND 4 Yes 1 1 - -
Mr. V. NED and IND 5 Yes 5 2 2 -

15
Leelad
har
DIN:
02630
276
Ms.
Sunali
ni
Menon
DIN:
06983
334
NED and IND 6 Yes - - - -
Mr.
Siraj
Azmat
Chaud
hry
(appoi
nted
w.e.f.
15.05.
2015)
DIN:
00161
85
NED and IND 6 Yes - - - -
Mr.
Sanjiv
Sarin
(appoi
nted
w.e.f.
25.04.
2015)
DIN:
02063
332
MD & CEO 6 Yes - - - 3,0
00
Mr.
Chack
o
Purack
al
Thoma
s
(appoi
nted
w.e.f.
ED & Deputy
CEO
4 NA - - - -

16
04.08.
2015)
DIN:
05215
974
Mr. K.
Venka
tarama
nan
DIN:
01728
072
ED and CFO 7 Yes 2 1 - -
Mr. T.
Radha
krishn
an
DIN:
03527
405
ED 7 Yes - - - -
C-Chairman; NED-Non-Executive Director; IND – Independent Director; MD & CEO -
Managing Director & Chief Executive Officer; ED-Executive Director, CFO- Chief Financial
Officer.
Excludes Directorships in Associations, Private Limited Companies, Foreign Companies,
Government Bodies and Companies registered under Section 8 of the Companies Act, 2013.
Only Audit Committee and Stakeholders Relationship Committee of Indian Public Companies
have been considered for Committee positions.
The Company held 7 Board Meetings during the Financial Year 2015-16 and the gap between
two meetings did not exceed 120 days. The dates on which the Board Meetings held were: 15th
May, 20th July, 3rd August, 21st October, 5th December in 2015 and 27th January and 23rd
March in 2016.
Board Procedure:
The Annual Calendar of the Board Meetings is circulated to the members of the Board in
advance. The Agenda is circulated well in advance to the Board members, along with
comprehensive back-ground information on the items in the agenda to enable the Board to arrive
at appropriate decisions. The information as required under Part A of Schedule II pursuant to
Regulation 17 of SEBI Listing Regulations is made available to the Board. The Board also
reviews the declarations made by the Managing Director & CEO and Chief Financial Officer
regarding compliance with all applicable laws, on a quarterly basis.

17
Code of Conduct:
The Company has adopted the Tata Code of Conduct which is applicable to all Employees of the
Company, including the Managing and Executive Directors. The Board has also approved a
Code of Conduct for the Non-Executive Directors of the Company, which incorporates the duties
of Independent Directors as laid down in the Act. Both the Codes are posted on the Company’s
website.
All Board members and Senior Management Personnel, as per Regulation 26 (3) of SEBI Listing
Regulations have affirmed compliance with the applicable Code of Conduct. A declaration to
this effect by the Managing Director and CEO, forms part of this report.
Apart from receiving remuneration that they are entitled to under the Act as Non-Executive
Directors, they have no other material pecuniary relationship or transactions with the Company,
its Promoters or its Directors, its Senior Management or its Subsidiaries and Associates.
The Directors and Senior Management of the Company have made disclosures to the Board
confirming that there are no material Financial and/or Commercial transactions between them
and the Company that could have potential conflict of interest with the Company at large.
Separate Meeting of Independent Directors:
A separate Meeting of Independent Directors of the Company was held on 23rd March, 2016, as
required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of
the SEBI Listing Regulations. At the meeting, the Independent Directors:
• Reviewed the performance of Non-Independent Directors, the Board as a whole;
• Reviewed the performance of the Chairman of the Company, taking into account the views of
the Managing Director and Non-Executive Directors; and
• Assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
its duties.
Board and Director’s Evaluation and Criteria for Evaluation:
The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria,
procedure and the performance evaluation process for the Board, its Committees and Directors.
The criteria for Board evaluation include inter alia, degree of fulfillment of key responsibilities,
Board structure and composition, establishment and delineation of responsibilities to various
Committees, effectiveness of Board processes; committees’ information and functioning.

18
The NRC has also formulated the criteria for determining qualifications, positive attributes and
independence of Directors in terms of Section 178(3) of the Act and SEBI Listing Regulations.
Independence: In accordance with the above criteria, a Director will be considered as an
‘Independent Director’ if he/she meets with the criteria for ‘Independent Director’ as laid down
in the Act and SEBI Listing Regulations.
Qualifications: A transparent Board nomination process is in place that encourages diversity of
thought, experience, knowledge, age and gender. It is also ensured that the Board has an
appropriate blend of functional and Industry expertise. While recommending the appointment of
a Director, the NRC considers the manner in which the function and domain expertise of the
individual will contribute to the overall skilldomain mix of the Board.
In addition to the duties as prescribed under the Act, the Directors of the Board of the Company
are also expected to demonstrate high standards of ethical behavior, strong interpersonal and
communication skills and soundness of judgment. Independent Directors are also expected to
abide by the Code of Independent Directors as outlined in Schedule IV to the Act.
Positive Attributes: The criteria for evaluation of individual Directors include aspects such as
attendance and contribution at Board/ Committee Meetings and guidance/support to the
Management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated
on key aspects of his role, including setting the strategic agenda of the Board, encouraging active
engagement by all Board members and motivating and providing guidance to the Managing
Director and CEO.
During the year, the Board has carried out an Annual Evaluation of its own performance and the
performance of the Directors, as well as the evaluation of the working of its Committees.
Familiarization Programme for Independent Directors The Company familiarizes its Independent
Directors with the Company, their roles, rights, responsibilities in the Company, nature of the
Industry in which the Company operates, etc through various programmes.
These include orientation programme upon induction of new Directors, as well as other
initiatives to update the Directors on an ongoing basis. The Familiarization programme for
Independent Directors is disclosed on the Company’s website at the web link:
http://www.tatacoffee.com/investors/shareholder_information/TCL_familiarisaiton_programmep
df.
3. Audit Committee
A qualified and Independent Audit Committee has been set up by the Board in compliance with
the requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Act.
Terms of reference:

19
The Audit Committee functions according to its Charter that defines its composition, authority,
responsibilities and reporting functions. The terms of reference of the Audit Committee,
interalia, are as follows:
a) Oversight of the Company’s Financial Reporting process and disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible.
b) Review with the Management the Quarterly and Annual Financial Statements and the
Auditor’s Report thereon, before submission to the Board for approval.
c) Discuss with the Statutory Auditors, before the Audit commences, about the nature and Scope
of Audit, as well as post-audit discussion to ascertain any area of concern.
d) Recommend to the Board the appointment, reappointment and, if required, the replacement or
removal of Statutory/Internal Auditors, remuneration and terms of appointment of Auditors,
fixation of audit fees and to approve payment for any other services rendered by the
Statutory/Internal Auditors.
e) Review and monitor the Auditor’s Independence and performance and effectiveness of audit
process.
f) Review with the Management, performance of the Statutory and Internal Auditors.
g) Review the adequacy of the Internal Audit function and the adequacy and efficacy of the
Internal Control Systems.
h) Evaluate Internal Financial Controls and Risk Management Systems.
i) Scrutinize Inter-Corporate Loans and Investments.
j) Discuss any significant findings with Internal Auditors and follow-up thereon.
k) Review the findings of any internal investigations by the Internal Auditors into matters where
there is suspected fraud or irregularity or failure of Internal Control Systems of a material nature
and reporting the matter to the Board.
l) Look into the reasons for substantial defaults in payments to Depositors, Debenture Holders,
Shareholders and Creditors.
m) Approve transactions, including any subsequent modifications, of the Company with related
parties.
n) Valuation of undertakings or Assets of the Company, wherever it is necessary.
o) Review and monitor the statement of use and application of funds raised through Public
Offers and related matters.

20
p) Review the functioning of the Whistle Blower Mechanism.
q) Approve the appointment of the Chief Financial Officer after assessing the qualifications,
experience and background of the candidate.
r) And, generally, all items listed in Part C to Regulation 18 of SEBI Listing Regulations and in
Section 177 of the Act.
Table 1.2: Composition and Attendance during the year the composition of the Audit Committee
and the details of the Meetings attended by its Members during the Financial Year ended 31st
March, 2016 are as under:
Director Category No. of
Meetings
attended
Mr. S. Santhanakrishnan –
Chairman
Independent
Non-executive
10
Prof. Arun Monappa * Independent
Non-executive
1
Ms. Sunalini Menon Independent
Non-executive
10
Mr. V. Leeladhar Independent
Non-executive
9
Mr. Siraj Azmat Chaudhry* Independent
Non-executive
5
*Prof. Arun Monappa ceased to be a member of the Audit Committee and Mr. Siraj Azmat
Chaudhry was inducted in his place w.e.f. 3rd August, 2015.
The Audit Committee met 10 times during the year and the gap between two meetings did not
exceed 120 days. The dates on which Audit Committee Meetings held were: 30th April, 14th
May, 17th July, 3rd August, 11th September 21st October, 16th November and 8th December in
2015 and on 27th January & 15th February in 2016. Necessary quorum was present at the above
Meetings. The Meetings are attended by the Managing Director and CEO, Executive Director
and Deputy CEO, Executive Director – Finance and CFO, Executive Director (ICD Operations)
and the respective Departmental heads. The Company Secretary acts as the Secretary of the
Audit Committee. The Statutory Auditors and Internal Auditors also attend the Audit Committee
meetings by invitation.
All the recommendations of the Audit Committee have been accepted by the Board of Directors.
During the year, the Audit Committee reviewed key Audit findings covering Operational,
Financial and Compliance areas, Risk Mitigation Plan covering key risks affecting the Company
which were presented to the Committee. The Chairman of the Audit Committee briefed the
Board members about the significant discussions at Audit Committee Meetings.

21
The Chairman of the Audit Committee was present at the Annual General Meeting of the
Company held on 3rd August, 2015.
Phase 2
4. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted in the line with the
provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act.
Terms of reference.
The terms of reference of the Nomination and Remuneration Committee (NRC) are as follows:
a) Make recommendations regarding the composition of the Board, identify Independent
Directors to be inducted to the Board from time to time and take steps to refresh the composition
of the Board from time to time.
b) Identify persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal.
c) Formulate the criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board a policy relating to the remuneration of the Directors, Key
Managerial Personnel (KMP) and other employees.
d) Formulate criteria for evaluation of performance of Independent Directors and the Board of
Directors.
e) To see whether to extend or continue the term of appointment of the Independent Director, on
the basis of the report of performance evaluation of Independent Directors
f) Devise a policy on diversity of Board of Directors.
g) Assist the Board in fulfilling its Corporate Governance responsibilities relating to
remuneration of the Board, KMP and Executive team members.
h) Evaluate and approve the appointment and remuneration of senior executives, including the
KMP, the Company’s remuneration plan, annual salary increase principles and budgets, annual
and long term incentive plans of the Company, policies and programmes such as succession
planning, employment agreements, severance agreements and any other benefits.
i) Establish key performance metrics to measure the performance of the Managing Director,
KMP and the Executive team including the use of Financial, Non-Financial and qualitative
measures.

22
j) Review and recommend to the Board the remuneration and Commission to the Managing and
Executive Directors and define the principles, guidelines and process for determining the
payment of Commission to Non-Executive Directors of the Company.
Composition and Attendance during the year
Table 1.3: The Composition of the NRC Committee and the details of the Meetings attended by
its Members during the Financial Year ended 31st March, 2016 are as under:
Director Category No. of
Meetings
Attended
Mr. V. Leeladhar – Chairman* Independent
Non-executive
2
Mr. S. Santhanakrishnan Independent
Non-executive
3
Mr. R. Harish Bhat Non-executive 3
Prof. Arun Monappa Independent
Non-executive
1
Mr. Siraj Azmat Chaudhry* Independent
Non-executive
2
*Mr. V. Leeladhar and Mr. Siraj Azmat Chaudhry were inducted to the Committee w.e.f. 3rd
August, 2015. During the Financial Year 2015-16 the Committee met three times on 15th May,
3rd August, in 2015 and 23rd March, in 2016. The Chairman of the NRC Committee was present
at the Annual General Meeting of the Company held on 3rd August, 2015.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for Independent Directors are determined by the NRC. An
indicative list of factors that are evaluated include participation and contribution by a Director,
commitment, effective deployment of knowledge and expertise, effective management of
relationship with stakeholders, integrity and maintenance of confidentiality and independence of
behaviour and judgement.
Remuneration Policy:
The Company’s philosophy for remuneration of Directors, KMP and all other Employees is
based on the commitment of fostering a culture of leadership with trust. The Company has
adopted a Policy for remuneration of Directors, KMP and other Employees, which is aligned to
this philosophy. The key factors considered in formulating the Policy are as under:
(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors to run the Company successfully;

23
(b) Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(c) Remuneration to Directors, KMP and Senior Management involves a balance between fixed
and incentive pay reflecting short and long-term performance objectives appropriate to the
working of the Company and its goals.
(d) The Company does not have any Employee Stock Option Scheme.
The key principles governing the Company’s Remuneratio Policy are as follows:
(i) Independent Directors and Non-Independent Nonexecutive Directors
a) Independent Directors (‘ID’) and Non- Independent Non-Executive Directors (‘NEDs’) are
paid sitting fees for attending the Meetings of the Board and of Committees of which they are
Members, and Commission within regulatory limits, as recommended by the NRC and approved
by the Board.
b) Overall remuneration should be reasonable and sufficient to attract, retain and motivate
Directors aligned to the requirements of the Company taking into consideration the challenges
faced by the Company and its future growth. Remuneration paid should be reflective of the size
of the Company, complexity of the Sector/ Industry/ Company’s Operations and the Company’s
capacity to pay the remuneration and be consistent with recognized best practices.
c) The aggregate Commission payable to all the NEDs and IDs will be recommended by the
NRC to the Board based on Company performance, profits, return to investors, shareholder value
creation and any other significant qualitative parameters as may be decided by the Board. The
NRC will recommend to the Board the quantum of Commission for each Director based upon the
outcome of the evaluation process which is driven by various factors including attendance and
time spent in the Board and Committee Meetings, Individual contributions at the Meetings and
contributions made by Directors other than in Meetings.
d) The remuneration payable to Directors shall be inclusive of any remuneration payable for
services rendered in any other capacity, unless the services rendered are of a professional nature
and the NRC is of the opinion that the Director possesses requisite qualification for the practice
of the Profession.
(ii) Managing Director (‘MD’)/ Executive Directors (‘ED’)/ Key Managerial Personnel (‘KMP’)/
rest of the Employees.
The extent of overall remuneration should be sufficient to attract and retain talented and qualified
individuals suitable for every role. Hence remuneration should be market competitive, driven by
the role played by the individual, reflective of the size of the Company, complexity of the

24
Sector/Industry/ Company’s Operations and the Company’s capacity to pay, consistent with
recognized best practices and aligned to regulatory requirements.
Basic/ Fixed salary is provided to all Employees to ensure that there is a steady income in line
with their skills and experience. In addition, the Company provides Employees with certain
perquisites, allowances and benefits in accordance with terms of Employment/Contract.
In addition to the Basic/ Fixed salary, benefits, perquisites and allowances as provided above, the
Company provides to its MD/ EDs’ such remuneration by way of Commission, calculated with
reference to the net profits of the Company in the Financial Year, as may be determined by the
Board, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount
payable to the MD/ EDs’ would be based on performance as evaluated by the NRC and approved
by the Board.
Details of the remuneration paid during the year 2015-16:
Table 1.4: a) Non-Executive Directors (NEDs’): (Rs` in Lakhs)
b) Managing Director and Executive Directors for the Financial Year 2015-16:

25
The Company pays sitting fee of ` 30,000/- per meeting to the NEDs for attending Meetings of
the Board, Audit Committee and NRC and ` 15,000/- for other Committees. In respect of current
Employees of Tata Companies who are NEDs on the Board of Indian Tata Companies, the sitting
Fees payable shall not exceed ` 20,000/- per meeting. In respect of other Committees, the sitting
fees shall be ` 10,000/- per meeting; there is no sitting fee for attending the Meeting of Corporate
Social Responsibility Committee.
The Members have at the AGM of the Company on 21st July, 2014 approved payment of
Commission to the NEDs within the ceiling of 1% of the net profits of the Company as
computed under the applicable provisions of the Act. The said commission payable to the NEDs
is decided each year by the Board of Directors and distributed amongst them based on their
attendance and contribution at the Board. The Company also reimburses the out of pocket
expenses incurred by the Non-Executive Directors for attending meetings.
The Governance Guidelines on Board Effectiveness adopted by the Company provides for the
retirement age of Directors. As per the Guidelines, the Managing and Executive Directors retire
at the age of 65 years, subject to the terms of their appointment, Non-Independent Non-
Executive Directors retire at the age of 70 years and the retirement age for Independent Directors
is 75 years.
The Services of the Managing Director and Executive Directors may be terminated by either
party, giving the other party a six months’ notice or the Company paying six months’ salary in
lieu thereof. There is no separate provision for payment of severance fees.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
Terms of reference
In terms of Section 178 (5) of the Act and Regulation 20 of the SEBI Listing Regulations, the
following are the terms of reference of the Stakeholders Relationship Committee:
a) To consider and resolve the grievances of the security holders of the Company, including
complaints related to transfer of shares, non-receipt of Annual Report, nonreceipt of declared
dividends, etc.
b) To set forth the policies relating to and to oversee the implementation of the Code of Conduct
for Prevention of Insider Trading and to review the concerns received under the Tata Code of
Conduct.
The Company has adopted the Code of Conduct for Prevention of Insider Trading, under the
SEBI (Prohibition of Insider Trading) Regulations. The Code lays down guidelines for
procedures to be followed and disclosures to be made while dealing with the shares of the
Company. Mr. K Venkataramanan, Executive Director

26
– Finance and CFO has been appointed as the Compliance Officer for the implementation of and
overseeing compliance with the Regulations and the Code across the Company.
Table 1.5: The composition of the Stakeholders Relationship Committee and the details of the
Meetings attended by its Members during the Financial Year ended 31st March, 2016 are as
under:
During the Financial Year 2015-16, the Committee met five times on 15th May, 20th July and
21st October, 8th December in 2015 and 27th January in 2016. The Committee oversees the
performance of the Registrar and Transfer Agent and recommends measures for overall
improvement in the quality of Investor service. The Company Secretary is the Compliance
Officer.
Given below is the position of complaints received and attended to for the Financial Year 2015-
16.
Requests/Queries/Complaints received 1896
Requests/Queries/Complaints attended 1883
Pending requests/queries/complaints as on 31.03.2016 13*
* Letters were received in the last week of March 2016 and have been replied to in April 2016.
The Shares of the Company are traded in dematerialized form. During 2015-16, 111 requests for
transfer/transmission covering 2,55,260 shares and 211 requests for dematerialization covering
3,54,830 shares were received and processed. As on 31.03.2016, there was one request for
transfer/transmission covering 160 shares and 5 requests for dematerialization covering 18,230
shares which were pending. These requests were received in last week of March 2016 and have
been subsequently processed.

27
6. Corporate Social Responsibility Committee
Terms of reference
The Company has constituted a Corporate Social Responsibility (CSR) Committee as required
under Section 135 of the Act. The Committee has been constituted with the following terms of
reference:
a) Formulate and recommend to the Board, a CSR Policy indicating the activity or activities to
be undertaken by the Company as specified in Schedule VII of the Act.
b) Recommend the amount to be spent on the CSR activities.
c) Monitor the Company’s CSR Policy periodically.
d) Attend to such other matters and functions as may be prescribed from time to time.
The Board has adopted the CSR Policy as formulated and recommended by the Committee. The
same is displayed on the website of the Company. The Annual Report on CSR activities for the
Financial Year 2015-16 forms a part of the Directors’ Report.
Table 1.6: During the Financial Year, the CSR Committee met on 15th
February, 2016. The
composition of the CSR Committee and the details of the Meetings attended by its Members
during the Financial Year ended 31st March, 2016 are as under:
Director Category No. of Meetings attended
Ms. Sunalini Menon -
Chairperson
Independent
Non-executive
1
Mr. V Leeladhar Independent
Non-executive
1
Mr. Siraj Azmat Chaudhry Independent
Non-executive
1
Mr. Sanjiv Sarin Managing
Director & CEO
1
Phase 3
7. Other Committees:
a) Risk Management Committee:
The Risk Management Committee of the Company is constituted in line with the provisions of
Regulation 21 of SEBI Listing Regulations.

28
The Board of the Company has formed a Risk Management Committee to frame, implement and
monitor the Risk Management Plan for the Company. The Committee is responsible for
reviewing the Risk Management Plan and ensuring its effectiveness. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing
basis.
Two meetings of the Risk Management Committee were held during the Financial Year on 27th
January, 2016 and 23rd March, 2016.
Table 1.7: The composition of the Risk Management Committee and the details of the meetings
attended by its members during the Financial Year ended 31st March, 2016 are as under:
Mr. Siraj Azmat Chaudhry –
Chairman*
Independent
Non-executive
2
Non-executive
2
Mr. V. Leeladhar* Independent
Non-executive
2
Mr. Sanjiv Sarin Managing
Director & CEO
2
Mr. K. Venkataramanan Executive
Director
Finance & CFO
2
* Mr. Siraj Azmat Chaudhry and Mr. V. Leeladhar were inducted to the Committee w.e.f. 3rd
August, 2015.
b) Ethics and Compliance Committee:
The Company has an Ethics and Compliance Committee of Directors to consider matters relating
to the Company with respect to the Company’s Code of Conduct and such matters as may be
referred by the Board from time to time. During the Financial Year, the Company adopted
Insider Trading Code, pursuant to which the matters relating to the Insider Trading Code are
being considered by the Committee.
Table 1.8: The composition of the Ethics and Compliance Committee and the details of the
meetings attended by its members during the Financial Year ended 31st March, 2016 as under:
Prof. Arun Monappa –
Chairman
Independent
Non-executive
1
Non-executive
2
Ms. Sunalini Menon* Independent
Non-executive
1

29
Mr. T. Radhakrishnan Executive
Director – ICD
Operations
2
*Ms. Sunalini Menon was inducted to the committee w.e.f 3rd August, 2015.
Two meetings of the Ethics and Compliance Committee were held during the Financial Year on
14th May, 2015 and 28th March, 2016.
8. Subsidiary Companies:
The Company does not have any Material Non-listed Indian Subsidiary as defined under
Regulation 16 of SEBI Listing Regulations. It is, therefore, not required to have an Independent
Director of the Company on the Board of such Subsidiary.
The Company’s Audit Committee reviews the Consolidated Financial Statements of the
Company as well as the Financial Statements of the Subsidiaries, including the Investments
made by the Subsidiaries. The Minutes of the Board Meetings, along with a report of the
significant transactions and arrangements of the unlisted subsidiaries of the Company are placed
before the Board of Directors of the Company.
The Company has formulated a policy for determining Material Subsidiaries and the Policy is
disclosed on the Company’s website www.tatacoffee.com.
9. GENERAL BODY MEETINGS:
i. Location and time, where last three AGMs were held:
The last three Annual General Meetings of the Company were held as under:
Year Date & Time of Meetings Venue
2012-13
2013-14
2014-15
2nd July, 2013 at 11:30 A.M
21st July, 2014 at 10:00 AM
3rd August, 2015 at 10:00 AM
Registered Office :
Pollibetta – 571215,
Kodagu
ii. Whether any special resolutions passed in the previous three AGMs:
Two Special Resolutions were passed at the AGM held on 21st July, 2014 for approving
borrowing limits of the Company and creation of mortgage/charge on the assets of the Company.
iii. Whether any Special Resolution passed last year through postal ballot- details of voting
pattern: No special resolution has been passed through the exercise of postal ballot last year.
iv. Whether any special resolution is proposed to be conducted through postal ballot. No special
resolution is proposed to be conducted through postal ballot at the AGM to be held on 26th July,
2016.

30
10. Disclosures
a) All transactions entered into with related parties as defined under the Act and Regulation
23 of the SEBI Listing Regulations during the Financial Year 2015-16 were in the
ordinary course of business and on arm’s length pricing basis and do not attract
provisions of Section 188 of the Act. There were no materially significant transactions
with the related parties during the Financial Year which were in conflict with the interest
of Company. Suitable disclosures as required by Accounting standard (AS 18) have been
made in the Financial Statements. The Board has approved a policy for related party
transactions which can be accessed at the Company’s website link http://www.tatacoffee
.com.
b) The Company has complied with the requirements of the Stock Exchanges/ SEBI and
Statutory Authorities on all matters related to the capital markets during the last three
years. No penalty or strictures were imposed on the Company by these Authorities.
a) c. The Company has adopted a Whistle Blower Policy and has established the necessary
Vigil Mechanism as defined under Regulation 22 of the SEBI Listing Regulations for
Directors and Employees to report concerns about unethical behavior. No person has
been denied access to the Chairman of the Audit Committee. The said policy has also
been put up on the website of the Company on the link http://www.tatacoffee .com.
b) d. The Company does not have any material non-listed Indian subsidiary whose net worth
exceeds 20% of the consolidated net worth of the Holding Company in the immediately
preceding Accounting year or has generated 20% of the consolidated income of the
Company during the previous Financial Year. However, in line with the requirements of
the listing agreement a policy to determine a material subsidiary has been framed and the
same may be accessed on the Company’s website at the link http://www.tatacoffee.com.
c) e. The Managing Director and CEO and the Chief Financial Officer have certified to the
Board in accordance with Regulation 33(2)(a)of SEBI Listing Regulations pertaining to
CEO/CFO certification for the Financial Year ended 31st March, 2016.
d) f. The Company has complied with the mandatory and discretionary requirements
specified in SEBI Listing Regulations relating to Corporate Governance. The status of
compliance with the discretionary requirements under Regulation 27(1) of SEBI Listing
Regulations are as under:
(i) The Chairman of the Board is a Non-Executive Director and his position is
separate from that of the Managing Director and CEO.
(ii) The Internal Auditor reports to the Audit Committee.
e) g. Commodities form a major part of the raw materials required for Company’s Products
portfolio and hence Commodity price risk is one of the important risk for the Company.
Your Company has a robust framework in place to protect the Company’s interests from
risks arising out of market volatility. The Risk Management team, based on market
intelligence and continuous monitoring, advises the sales and procurement teams on
appropriate strategy to deal with such market volatility.

31
f) h. Your Company has managed the Foreign Exchange risk with appropriate hedging
activities in accordance with the policies of the Company. The Company used Forward
Exchange Contracts to hedge against its Foreign Currency exposures relating to firm
commitments. There were no materially uncovered Exchange rate risks in the context of
the Company’s Foreign Exchange exposures. The details of Foreign Exchange exposures
as on 31st March, 2016 are disclosed in Note 2.31 annexed to the Standalone Financial
Statements.
11. Means of Communication:
The Quarterly and Annual Financial Results of the Company are uploaded in NSE Electronic
Application Processing System (NEAPS) and BSE Listing in accordance with the SEBI Listing
Regulations. The Results are displayed on the BSE and NSE websites. The Results are also
published in leading English and Kannada Newspapers and posted on the Company’s website
“www.tatacoffee.com”. In terms of SEBI Listing Regulations, the Company has designated a
separate email ID for entertaining Investor complaints viz., investors@tatacoffee.com. The
Official Media releases and presentations made to Institutional Investors/Analysts are posted on
the Company’s website.
Table 1.9:
12. General Shareholder information:
I. AGM: Date, Time and
Venue
Tuesday, the 26th July, 2016
at 10:30 A.M at the
Registered Office:
Pollibetta – 571 215,
Kodagu, Karnataka
II. Financial Calendar
(tentative)
Board Meeting for approval
of:
Audited Results for the first
quarter ending June 30, 2016
Audited Results for the
second quarter ending
September 30, 2016
Audited Results for the third
quarter ending December 31,
2016
Annual Accounts 2016-2017
Annual General Meeting for
the year ended March 31,
2017
In July/August
2016
In
October/November
2016
In
January/February
2017
In May, 2017
In July/August,
2017
III. Dates of Book Closure 12th July, 2016 to 26th July,
2016 (both days inclusive)
IV. Dividend Payment Date The Dividend will be paid

32
on or after 29th July, 2016.
V. Listing on Stock
Exchanges
Bombay Stock Exchange
Ltd.
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001
Tel: 022-22721233/34
Fax: 022-22723121
Stock Code: 532301
National Stock Exchange of
India Ltd.
Exchange Plaza, 5th Floor,
Plot No. C/1, G.Block
Bandra-Kurla Complex,
Bandra (E)
Mumbai - 400 051
Tel Nos: 022-26598100-
8114
Fax : 022-26598237/38
Stock Code: TATACOFFEE
The Company has paid Listing Fees for the Financial Year 2016-17 to each of the Stock
Exchanges.
VI. Market Price Data: High and Low during each month in the last Financial Year.

33
VII. Share price performance compared with Broad based indices:
VIII. Name of the Depository with whom the Company has entered
into Agreement:
ISIN Number
1 National Securities Depositories Limited (NSDL) INE493A01027
2 Central Depository Services (India) Limited (CDSL) INE493A01027
IX. Registrar and Transfer Agent:
Share Transfer System
Share Transfers, Dividend payments and all other investor related activities are attended to and
processed at the Registered office of our Registrars and Transfer Agent (R&T). For lodgment of
transfer deeds and any other documents or for any grievances/complaints kindly contact any of
the offices of TSR Darashaw Limited which are open from 10.00 a.m to 3.30 p.m between
Monday to Friday (Except on bank holidays)
TSR Darashaw Limited.
REGD.OFFICE:
6-10, Haji Moosa Patrawala Ind. Estate,
20, Dr. E. Moses Road,

34
Mahalaxmi, Mumbai - 400 011
Tel: 022-66568484,
Fax: 022-66568494
E-mail:csg- unit@tsrdarashaw.com Web: www.tsrdarashaw.com
BRANCH OFFICES:
i. Bengaluru:
503, Barton Centre, 5th Floor, 84,
Mahatma Gandhi Road, Bengaluru – 560001
Tel: 080- 25320321
Fax: 080-25580019
E-mail: tsrdlbang@tsrdarashaw.com
ii. New Delhi:
2/42 Ansari Road, 1st Floor, Daryaganj, Sant
Vihar,
New Delhi – 110 002
Tel: 011- 23271805
Fax: 011-23271802
E-mail: tsrdldel@tsrdarashaw.com
iii. Kolkata:
Tata Centre, 1st Floor, 43, J L Nehru Road,
Kolkata – 700 071
Tel: 033-22883087
Fax: 033-22883062
E-mail: tsrdlcal@tsrdarashaw.com
iv. Jamshedpur:
‘E’ Road, Northern Town,
Bistupur,
Jamshedpur – 831 001.
Tel: 0657-2426616
E-mail: tsrdljsr@tsrdarashaw.com
v. Ahmedabad (Agent):
Shah Consultancy Services Limited
3, Sumathinath Complex
2nd Dhal, Pritam Nagar
Ellisbridge
Ahmedabad – 380 006
Tel: 079- 26576038
Email: shahconsultancy8154@gmail.com
X. Share Transfer Physical System
Shares in physical form should be lodged for transfer at the office of the Company’s Registrar &
Transfer Agent, TSR Darashaw Ltd., Mumbai or at their branch offices at the addresses given
above. The transfers are processed, if technically found to be in order and complete in all
respects. As per directives issued by SEBI, it is compulsory to trade in the Company’s Equity
Shares in dematerialised form.
Dematerialization of Shares and Liquidity
The process of conversion of Shares from physical form to electronic form is known as
dematerialisation. For dematerializing the shares, the Shareholder has to open a demat account
with a Depository Participant (DP). The Shareholder is required to fill in a Demat Request Form
and submit the same alongwith the Share Certificate(s) to the DP. The DP will allocate a demat
request number and shall forward the request physically and electronically, through

35
NSDL/CDSL to the R&T Agent. On receipt of the demat request, both physically and
electronically and after verification, the Shares are dematerialised and an electronic credit of
Shares is given in the account of the Shareholder.
Secretarial Audit
a) M/s Sudhir Huliyalkar & Associates, Practicing Company Secretaries have conducted a
Secretarial Audit of the Company for the year 2015-16. Their Audit Report confirms that the
Company has complied with the applicable provisions of the Companies Act and the Rules made
there under, Listing Agreements with the Stock Exchanges, applicable SEBI Listing Regulations
and other laws applicable to the Company. The Secretarial Audit Report forms part of the
Directors’ Report.
b) Pursuant to Regulation 40(9) of the SEBI Listing Regulations, certificates have been issued on
a half-yearly basis, by M/s Parikh & Associates, Practicing Company Secretaries, certifying due
compliance of share transfer formalities by the Company.
c) M/s Parikh & Associates, Practicing Company Secretaries carry out a quarterly Reconciliation
of Share Capital Audit, to reconcile the total admitted capital with National Securities Depository
Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed
capital. The audit confirms that the total issued/ paid-up capital is in agreement with the
aggregate of the total number of shares in physical form and the total number of shares in
dematerialized form (held with NSDL and CDSL).
XI. Distribution of Shareholding as on March 31, 2016:
XII. Categories of Shareholders as on March 31, 2016:

36
XIII. Shares in Physical and Demat form as on
March 31, 2016
No. of Shares Percentage
In Physical Form 62,58,950 3.35
In Dematerialized Form 18,05,11,420 96.65
XIV. No. of shareholders whose shares as on March
31, 2016 are in physical and Demat form.
In Physical Form 8,743 12.89
In Dematerialized Form 59,108 87.11
XV. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and
likely impact on equity. Nil
XVI. Plant Locations:
17 Coffee Estates in Kodagu, Hassan and Chikmagalur District.
1 Tea Estate in Kodagu Dist. and
1 Tea and Coffee (mixed) in Chikmagalur District. State of Karnataka
4 Tea Estates in Pachaimalai, Pannimade, Uralikal & Velonie and
1 Coffee Estate in Valparai State of Tamil Nadu
1 Tea Estate in Malakiparai State of Kerala
Curing Works, R&G factory and Pepper processing Unit in Kudige,

37
Kushalnagar State of Karnataka
1 Instant Coffee Plant at Toopran, Brahmanpally Village. State of Telangana
1 Instant Coffee Plant at Jayamangalam Village, Theni State of Tamil
Nadu
XVII. Address for correspondence: As stated in 12 (IX) above
13. Particulars about Directors proposed for appointment as well as the Directors who retire by
rotation and are eligible for re-appointment indicating their shareholdings in the Company have
been given in the Notice of the forthcoming Annual General Meeting.
14. Compliance under SEBI Listing Regulations pertaining to mandatory requirements and
Auditors Certificate on Corporate Governance.
As required under SEBI Listing Regulations, the Auditor’s Certificate on compliance of the
Corporate Governance norms is attached.

38
VIMAL OIL AND FOOD LIMITED
Phase 1
History:
Vimal Oil & Foods Ltd. (VOFL), the flagship company of Vimal Group, was started in 1993
with the holy hands of Param Punjay Pramukh Swami Maharaj (Head BAPS), in Mehsana,
Gujarat, with a small 50-ton refinery, and today it has evolved into a fully integrated and
automatic oil-processing unit with an annual turnover or Rs. 3000 crores, listed with National
Stock Exchange (NSE) and Bombay Stock Exchange (BSE).
VOFL is always committed to quality and integrity, and that’s what reflects in our products that
never fail to delight our customers. With a single goal of offering our customers a superior range
of products that they can choose as per their needs. In that quest, we have broadened our
business horizons by introducing cottonseed oil, groundnut oil, mustard oil, Soyabean oil,
Sunflower oil, Corn oil and table margarine.
Despite the considerable success the company has achieved, it continues to invest substantial
resources in exploring and adopting the latest technological advancements in their chosen field.
Which is what enables their R&D to constantly come up with new, innovative solutions.
The Manufacturing facility comprises an integrated, continuous plant, set up by Alfa Laval. All
the packaging is done in-house. In fact the Company has gone in for backward integration, by
manufacturing its own packs. Be it Tins, HDPE jars, PET bottles or corrugated boxes. This
works out to be very cost-effective, and also retains the quality of the product. The products are
lab-tested at every stage, staring with the raw material, and ending with final packaging.
With the immense experience of the Vimal Group, VOFL has earned a solid reputation for its
vision, entrepreneurial spirit and competitive edge.
But the focus on the commercial aspects of their ventures, has not made the company lose their
human touch. The organization cares for its people, as much as it does for its products. And
when we say ‘people’, we refer to all its stakeholders: the staff, suppliers, clients,
shareholders...all the way to its end-users –the customers, More so, as their products are meant
for human consumption. In fact, VOFL’s motto has always been to launch brands that will make
“Healthy U, Happy U”
The Group has not only expanded its business through integration and market penetration, but
also diversified into various sectors. From edible oils and de-oiled cakes (of which VOFL is one
of the largest exporters) to milk-Products, electrical, cable & wires, submersible pumps, paints
and varnish, wall-floor, vitrified, porcelain tiles and micro- minerals.
Products:

39
VOFL has clearly segmented its wide product range, comprising oils of cottonseed, groundnut,
soyabean, sunflower, mustard, palm and corn products.
Years of experience and market research – not to mention a powerful ‘gut feeling’ – has enabled
the Company to launch the right product, in the right market, at the right time, in the right
manner. Little wonder then, that almost every product has been a runaway success.

40
Achievement of company:
 An ISO 9001:2000 certified company
 Awards from the Solvent Extraction Association of India (SEA) since 1997 for the Highest /
Second Highest Exporter of Rapeseed Extraction and processor of Rapeseed oilcake.
1. Company’s Philosophy on Code for Corporate Governance:
The Company’s philosophy on Corporate Governance envisages attainment of higher levels of
transparency, accountability
and equity in all facets of its operations and in all its interactions with its stakeholders, including
shareholders,
employees, customers, suppliers, government, lenders and the community at large. It aims to
increase and sustain corporate
value through growth and innovation.
The Company’s core values include business ethics, customer focus, professional pride, mutual
respect, speed and innovation,
excellence in manufacturing and total quantity. The Company believes that its operations and
actions must serve
the underlying goal of enhancing the interests of its stakeholders over a sustained period of time.
The policies and actions of the Company are in terms of applicable guidelines on Corporate
Governance with endeavor to
enhance shareholders’ value.
VISION
Our vision is to be globally recognized company to produce and market the best worldclass
quality food products by adopting worldclass latest enviornment friendly technology and to build
strong brand loyal customerbase for the years to come plus to build trust and healthy relations
among our employees, our investors, our society.

41
MISSION
Healthy u, happy u.
Vimal oil is a leading edible oil and food product company in india and our mission is to
discover, develop, innovate and successfully reach each and every indian family with the best –
pure healthy oils and food products to fulfill our mission statement “ healthy u, happy u”.
In our journey to the top we ensure to deliver the best value proposition as per global standerds
in each and every area for the total satisfaction of our customers, vendors &parteners, investors
& stakeholders, thus to contribute nation’s growth.
2. Board of Directors:
�Annual Performance Evaluation
In accordance to the provisions 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 performance, the Directors individually as well as the
evaluation of the working of its Audit Committee, Nomination and Remuneration Committee.
The various inputs received from the Directors, covering various aspects of the Board’s
functioning such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgement safeguarding the interest of the Company and its
minority shareholders etc. The performance evaluation of the Independent Directors was carried
out by the entire Board. The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also reviewed the performance of
the Secretarial Department. The Directors expressed their satisfaction with the evaluation
process.
The Board had undertaken a proper annual evaluation of its performance and that of its
committees and individual Directors. Individual evaluation was aimed to show whether each
Director continues to contribute effectively and to demonstrate commitment to the role,
including commitment of time for Board and Committee meetings and any other duties. The
Chairman of the Company acted on the results of the performance evaluation by recognizing the
strengths and addressing the weaknesses of the board.
� Composition & category of Directors and their other Directorships and Committee
Memberships:
The Board of Directors of the Company is having optimum combination of executive and Non-
Executive Directors in compliance of Regulation 17(1) of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015.
The Board of Directors of the Company comprises Four Members – one (1) Executive Director,
one (1) Non Executive Woman Director and two (2) Non-Executive and independent Directors
as on March 31, 2016.

42
Table 2.1: The composition of Board of Directors, the number of other Directorships or Board
Committees of which he is a Member / Chairman is as under:
Name of director Category designation directorship Board
committees
ShriJayesh C.
Patel
Promoter &
Executive
Director
Chairman and
managing director
1 Nil
ShriMukesh N.
Patel
Independent &
Non-Executive
Director
Director 1 Nil
ShriDitin N.
Patel#
Independent &
Non-Executive
Director
Director Nil Nil
Smt. Mona J.
Acharya##
Non- executive
woman director
Director Nil Nil
ShriAlkesh B.
Patel*
Independent &
Non-Executive
Director
Director Nil Nil
# Appointed with effect from October 01, 2015
* Resigned with effect from October 01, 2015
## Appointed with effect from October 15, 2015
* While calculating the number of Membership/Chairmanship in Committees of other
Companies, Membership/Chairmanship of only Audit Committee and Stakeholder Relationship
Committee have been considered pursuant to Regulation 26(1)(b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015.
* None of the Director is a Member in more than ten Committees and acts as a Chairman in more
than five Committees across all companies in which he is a Director.
* None of the Director of the Company is relative of each other.
* None of the Non-Executive Director of the company holds the shares of the Company.
* The details of familiarization program of Independent directors can be accessed at
http://www.vimaloil.com/pdf/Codes%20and%20Policies/DETAILS_FAM_PROGM_2015-
16.pdf
Table 2.2: Attendance of Directors at the Board Meeting & Last Annual General Meeting:
Name of Director
Number of
Meetings
during his
tenure
Number of
Meetings
Meetings
Attended
% of meetings
attended
AGM
attendence
ShriJayesh C. Patel
8 7 87.5 yes
ShriMukesh N.
Patel
8 8 100 yes

43
ShriDitin N. Patel
*
4 4 100 No
Smt. Mona J.
Acharya##
3 3 100 No
ShriAlkesh B.
Patel*
3 3 100 no
# Appointed with effect from October 01, 2015
## Appointed with effect from October 15, 2015
* Resigned with effect from October 01, 2015
�Board Meetings:
During the financial year 2015-2016, Eight (08) Board Meetings were convened and held. The
intervening gap between the Meetings was within the period prescribed under the applicable
laws.
Table 2.3: Details of Board Meeting are as under:
May 30, 2015 August 27, 2015 September 01, 2015 October 01, 2015
October 15, 2015
November 06, 2015 January 27, 2016 February 14, 2016
The Board meets at least once in a quarter to review the quarterly performance and the financial
results. Agenda of the meeting were prepared and all necessary papers were circulated to
Members of the Board in advance. All Members of the Board have access to all information of
the Company and are free to recommend inclusion of any matter in the Agenda for discussions.
3. Audit Committee:
The Audit Committee of the Company was constituted in January, 2003, thereafter it was
reconstituted as and when required. The Audit Committee has been mandated with the same
terms of reference specified in Regulation 18 of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 with the Stock Exchanges, as revised from time to time and as
well as those stipulated by SEBI Guidelines. These terms also simultaneously complies with the
requirements of Section 177 of the Companies Act, 2013.
�The terms of reference of the Committee are briefly described below:
�Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible
�Recommending the appointment, remuneration and terms of appointment of statutory auditors
including cost auditors of the Company
�Approving payment to statutory auditors, including cost auditors, for any other services
rendered by them
�Reviewing with the management, the annual financial statements and auditors report thereon
before submission to the Board for approval, with particular reference to:

44
* Matters required to be included in the Directors’ Responsibility Statement to be included in the
Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act,
2013;
* Changes, if any, in accounting policies and practices and reasons for the same;
* Major accounting entries involving estimates based on the exercise of judgement by the
management;
* Significant adjustments made in financial statements arising out of audit findings;
* Compliance with listing and other legal requirements relating to financial statements;
* Disclosure of any related party transactions; and
* Qualifications in draft audit report.
�Reviewing, with the management, the quarterly financial statements before submission to the
Board for approval
�Monitoring and reviewing with the management, the statement of uses/ application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds
utilised for purposes other than those stated in the offer document/prospectus/notice and the
report submitted by the monitoring agency monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this
matter
�Reviewing and monitoring the auditors independence and performance, and effectiveness of
audit process
�Approval or any subsequent modification of transactions of the Company with related parties
�Scrutiny of inter-corporate loans and investments
�Valuation of undertakings or assets of the Company, wherever it is necessary
�Evaluation of internal financial controls and risk management systems
�Reviewing, with the management, the performance of statutory auditors and internal auditors,
adequacy of internal control systems
�Formulating the scope, functioning, periodicity and methodology for conducting the internal
audit
�Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit
�Discussion with internal auditors of any significant findings and follow-up thereon
�Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the Board
�Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post audit discussion to ascertain any area of concern
�To look into the reasons for substantial defaults, if any, in the payment to depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors
�To review the functioning of the Vigil Mechanism and Whistle Blower mechanism
�Approval of appointment of the CFO (i.e. the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing qualifications,
experience and background, etc. of the candidate
�Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee

45
�Reviewing financial statements, in particular the investments made by the Company’s unlisted
subsidiaries
�Reviewing the following information:
* The Management Discussion and Analysis of financial condition and results of operations;
* Statement of significant related party transactions (as defined by the Audit Committee),
submitted by management;
* Management letters/letters of internal control weaknesses issued by the statutory auditors;
Name of Director Number of Meetings Number of Meetings % of Total Meetings
held during his tenure Attended Attended
ShriMukesh N. Patel 1 1 100%
ShriDitin N. Patel 1 1 100%
Smt. Mona J. Acharya 1 1 100%
* Internal audit reports relating to internal control weaknesses; and
* Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor /
internal auditor(s).
�Composition, Name of Members and Chairperson
Presently, the Audit Committee comprises two Non-Executive and Independent Directors
(ShriMukesh N. Patel &ShriDitin N. Patel) and one Executive Director (ShriJayesh C. Patel).
ShriMukesh N. Patel is the Chairman of the Audit Committee. He has considerable financial
expertise and experience. ShriMehulkumar K. Vyas, Company Secretary acts as a Secretary of
the Committee.
�Meeting and the Attendance
During the financial year 2015-16, total of four (4) Audit Committee meetings were held on May
30, 2015, August 27, 2015,
Table 2.4: November 6, 2015 and February 14, 2016. The Attendance of each member of the
Committee is given below:
Name of
Director
Number of
Meetings held during
his tenure
No of meetings
attended
% of total meetings
attended
ShriMukesh N.
Patel
4 4 100
ShriJayesh C.
Patel
4 3 75

46
ShriDitin N.
Patel #
2 2 100
ShriAlkesh B.
Patel* 2 2 100
# Appointed in the committee with effect from October 01, 2015.
Resigned with effect from October 01, 2015.
Phase: 2
4. Remuneration Committee:
The Company had constituted a Remuneration Committee on July 31, 2007 thereafter it was
reconstituted as and when required. Presently, in accordance with the section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI Listing Obligation and Disclosure
Requirement), Regulation, 2015.
The terms of reference of the Committee are briefly described below:
 Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the
Board their appointment and removal.
 Formulation of criteria for evaluation of Independent Directors and the Board;
 Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;
 Devising a policy on Board diversity.
 To perform such other functions as may be necessary or appropriate for the performance
of its duties.
Composition, Name of Members and Chairperson:
Presently, the Nomination and Remuneration Committee comprises two Non-Executive and
Independent Directors (Shri Mukesh N. Patel & Shri Ditin N. Patel) and one Non-Executive

47
Director (Smt. Mona J. Acharya). Shri Mukesh N. Patel is the Chairman of the Committee. Shri
Mehulkumar K. Vyas, Company Secretary is a Secretary of the Committee.
Meeting and Attendance during the year 2015-16:
One (1) Nomination and Remuneration Committee meeting was held during the year 2015-16
i.e. February 14, 2016.
Table 2.5: The details of attendance at the Nomination and Remuneration Committee meeting is
as under:
Name of Director
Number Meetings
held during his
tenure
Number Meetings
Attended
% Total Meetings
Attended
Shri Mukesh N. Patel 1 1 100%
Shri Ditin N. Patel 1 1 100%
Smt. Mona J.
Acharya
1 1 100%
Performance evaluation criteria for independent directors:
 Highest personal and professional ethics, integrity and values
 Inquisitive and objective perspective, practical wisdom and mature judgment
 Demonstrated intelligence, maturity, wisdom and independent Judgment
 Self-confidence to contribute to board deliberations, and stature such that other board
members will respect his or her view
 The willingness and commitment to devote the extensive time necessary to fulfill his/her
duties
 sThe ability to communicate effectively and collaborate with other board members to
contribute effectively to the diversity of perspectives that enhances Board and Committee
deliberations, including a willingness to listen and respect the views of others
 The skills, knowledge and expertise relevant to the Company’s business, with extensive
experience at a senior leadership level in a comparable company or organization,
including, but not limited to relevant experience in manufacturing, international

48
operations, public service, finance, accounting, strategic planning, supply chain,
technology and marketing
 Participation and contribution by a Director
 Commitment, including guidance provided to the Senior Management outside of Board/
Committee Meetings
Remuneration of Directors: ™
 Pecuniary Relationship of Non-Executive Directors:
 The Company has no pecuniary relationship or transaction with its Non-Executive &
Independent Directors. ™
 Disclosures with respect to remuneration:
 The Company pays remuneration to Shri Jayesh C. Patel, Managing Director of the
Company by way of salary, perquisites and allowances. The Salary is paid within the
ceiling prescribed under the applicable provisions of the Companies Act, 2013 and as
approved by the shareholders of the Company, if required. Shri Jayesh C. Patel
reappointed as Managing Director for a period of three years w.e.f. October 1, 2014 to
September 30, 2017.
Table 2.6: The details of remuneration paid to the Managing Director during the financial year
2015-16 are as under:
Particulars
Remuneration paid during the year (` In
lakhs)
Salary, Bonus and allowances 15.00
Contribution to Provident fund 1.16
Total 16.16
5. Stakeholders Relationship Committee (Formerly known as Shareholders’/
Investors’ Grievance Committee):
The Company had constituted a Stakeholder Relationship Committee in accordance with the
section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 and thereafter it was reconstituted as and when
required.

49
At Present, the Committee comprises of Shri Mukesh N. Patel, Shri Jayesh C. Patel and Shri
Ditin N. Patel. Shri Mukesh N. Patel is a Chairman of the Committee.
Shri Mehul K. Vyas, Company Secretary, is the Compliance Officer of the Company.
Meeting and the Attendance during the year 2015-16:
Twenty One (21) Stakeholders Relationship Committee meeting were held during the year
2015-16.
Table 2.7: The dates of meetings disclosed in Annual return. The details of attendance at the
Stakeholders Relationship Committee meetings are as under:
Name of Director
Number Meetings
held during his
tenure
Number Meetings
Attended
% Total Meetings
Attended
Shri Mukesh N. Patel 21 21 100
Shri Jayesh C. Patel 21 21 100
Shri Ditin N. Patel 9 9 100
Shri Alkesh B. Patel 12 10 83.33
Details of Shareholders’ Complaints Received:
During the financial year 2015-16, the Company has not received any complaints. There are no
complaints outstanding as at March 31, 2016.
CSR Committee:
Presently, the Corporate Social Responsibility (“CSR”) Committee comprises Shri Mukesh N.
Patel (Chairman), Shri Jayesh C. Patel and Shri Ditin N. Patel which is constituted as required
under the Companies Act, 2013, to:
 formulate and recommend to the Board, a CSR Policy indicating therein CSR activities to
be undertaken by the company;
 recommend the amount of expenditure to be incurred on CSR activities;
 monitor the CSR Policy of the Company from time to time and institute a transparent
monitoring mechanism for implementation of the CSR projects/programs/activities
undertaken by the Company; and

50
 Such other functions as the Board may deem fit, in accordance with the Section 135 of
the Companies Act, 2013 (the ‘Act’) and Schedule VII of the Act and rules thereof as
applicable from time to time.
Separate meeting of Independent Directors:
During the year under review, a separate meeting of Independent Directors, without the
attendance of Non-Independent Directors and members of the management, was held on March
09, 2016 as required under Schedule IV to the Companies Act, 2013 (Code for Independent
Directors) and Regulation 25(3) of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015.
Compliance Certificate of the Auditors:
The Certificate from the Auditors of the Company, M/s. S. D. Mehta & Co., Chartered
Accountants, confirming compliance with the conditions of Corporate Governance as stipulated
under Regulation 34(3) read with Part E of Schedule V of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015, is attached to the Boards’ Report forming part of
the Annual Report.
6. General Meetings: ™
Annual General Meeting:
During the preceding three years, the Company’s Annual General Meetings were held at 4th
Floor, Heritage, Nr. The Grand Bhagwati, Sarkhej – Gandhinagar Highway, Ahmedabad – 380
054.
Table 2.8: The date and time of Annual General Meetings held during last three years, and the
special resolution(s) passed thereat, are as follows:
Financial
Year
Date Time Special Resolution Passed
2014-15 September 30, 2015 11.30 AM
No Special Resolution was passed in the
meeting
2013-14 September 30,2014 11.45AM
1. Power to borrow money not
exceeding `1000 crores. 2.

51
2. To approve the related party
contracts/ arrangements /
transactions with M/s. Vimal
Dairy Limited, a subsidiary
company.
3. 3. To adopt new Articles of
Association of the Company
containing regulations in
conformity with the Companies
Act, 2013
2012-13 September 30,2013 11.30AM
No Special Resolution was passed in the
meeting.
Extra Ordinary General Meeting:
During the last three years, no Extra Ordinary General Meeting (EGM) was held. ™
Postal Ballot:
During the year 2015-2016, No Resolution has been passed through the Postal Ballot.
Means of Communication: ™
 The quarterly, half-yearly and yearly financial results of the Company are sent to the
Stock Exchanges immediately after these are approved by the Board. ™
 The results are published in the Economics Times, Business Standard, Prabhat and other
newspapers and also published on the Company’s website www.vimaloil.com. ™
 No presentation has been made to Institutional Investors or to Analysts.

52
Phase 3:
7. Disclosures:
 Disclosures on materially significant related party transactions i.e. transactions of the
Company of material nature, with its promoters, Directors and/or management, their
subsidiaries or relatives etc. that may have potential conflict with the interest of Company
at large: Transactions with related parties are disclosed in detail in Note No. 25.2 in
“Notes forming part of the Accounts” annexed to the financial statements for the year.
There were no related party transactions having potential conflict with the interest of the
Company at large.
Code of Conduct: The Board has laid down a Code of Conduct for all the Board
Members and Senior Management of the Company. The Code of Conduct has been
posted on the website of the Company i.e.www.vimaloil.com
CEO Certificate: The Managing Director of the Company has furnished the requisite
certificate to the Board of Directors under Regulation 17(8) of SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015.
 Details of non-compliance by the Company, penalties and strictures imposed on the
Company by Stock Exchange or SEBI or any statutory authority (ies), on any matter
related to capital markets, during the last three years: BSE Limited and National Stock
Exchange of India Limited had imposed penalty of ` 6,742/- and ` 6,000/- for late filing
of Annual Report under Clause 31 of the Listing Agreement and ` 62,700/- and 55,000/-
for late filing of Financial Results For the Quarter ended on June, 2015 under Clause 41
of the Listing Agreement.
 Whistle Blower Policy/ Vigil mechanism: 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

53
reported are addressed in the manner and within the time frames prescribed in the Policy.
No employee of the Company has been denied access to the Audit Committee.
 The policy for determining ‘Material’ Subsidiaries can be accessed at
http://www.vimaloil.com/pdf/Codes%20and%20Policies/Policy_for_determining_Material_S
ubsidiaries.pdf.
The policy on dealing with related party transactions can be accessed from the website:
http://www.vimaloil.com/pdf/Codes%20and%20Policies/Related%20Party%20Policy.pdf
8. Means of communication:
 The quarterly, half-yearly and yearly financial results of the Company are sent to the
Stock Exchanges immediately after these are approved by the Board.
 The results are published in the Economics Times, Business Standard, Prabhat and other
newspapers and also published on the Company’s website www.vimaloil.com.
 No presentation has been made to Institutional Investors or to Analysts.
9. General Shareholder information:
i. AGM: Date, time and venue:
September 30, 2016 at 11:30 A.M.
4th Floor,
Heritage,
Near The Grand Bhagwati,
Sarkhej Gandhinagar Highway,
Ahmedabad – 380 054
ii. Financial year:
April 1 to March, 31
iii. Date of Book closure:
June 30, 2016:- Second week of August 2016

54
September 30, 2016:- Second week of November 2016
December 31, 2016:- Second week of February 2017
March 31, 2017:- Fourth week of May 2017
Table 2.9: iv. Dividend Payment Date:
Year Rate (%)
Book Closure
Date
AGM Date Payment Date
2008-09
12(Rs`1.20per
Equity Share)
September 22,
2009 to September
30, 2009
September
30, 2009
October 05, 2009
2009-10
15(Rs`1.50 per
Equity Shares)
September 21,
2010 to September
30, 2010
September
30, 2010
October 04, 2010
2010-11
15(Rs`1.50 per
Equity share)
September 21,
2011 to September
30, 2011
September
30, 2011
October 05, 2011
2011-12
12(Rs`1.20 per
Equity share)
September 21,
2012 to September
29, 2012
September
29, 2012
October 04, 2012
2012-13
12(Rs`1.20 per
Equity share)
September 21,
2013 to September
30, 2013
September
30, 2013
October 03, 2013
2013-14
12(Rs`1.20 per
Equity share)
From September
22, 2014 to
September 30,
2014
September
30, 2014
October 04, 2014

55
Table 2.10: v. Listing on Stock Exchanges:
Stock Exchanges Address Telephone No.
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001
022-2272 1233
022-2272 1234
National Stock Exchange of
India Limited (NSE)
Exchange Plaza,Plot no. C/1, G
Block,Bandra-Kurla
ComplexBandra (E) Mumbai -
400 051
022- 26598100 – 8114
For the year 2015-16, the Company has paid annual listing fee to BSE and NSE.
Table 2.11: vi. Stock Code:
Name of Exchange Stock Code
BSE Limited 519373
National Stock Exchange of India Limited VIMALOIL
Demat ISIN Number in NSDL & CDSL INE067D01015

56
Table 2.12: vii. Market Price Data: High & Low during each month in last financial year:
Month
BSE NSE
High Low
Volume
(No.)
High Low
Volume
(No.)
Apr-15 250.00 216.00 1,07,484 245.00 214.00 2,65,433
May-15 229.00 209.00 1,07,200 259.75 210.00 2,60,693
Jun-15 210.70 128.00 2,22,925 211.00 126.50 5,27,505
Jul-15 140.00 104.00 3,24,835 143.00 104.50 5,45,776
Aug-15 126.60 68.00 2,62,396 126.50 66.35 4,32,158
Sep-15 76.00 60.00 1,79,855 75.95 58.20 3,37,903
Oct-15 82.95 66.20 3,98,506 82.90 66.45 4,79,165
Nov-15 69.40 42.70 1,70,385 69.45 42.60 2,98,866
Dec-15 64.75 45.10 1,69,957 63.80 46.00 2,34,924
Jan-16 67.90 47.55 1,07,709 68.00 48.00 2,10,340
Feb-16 55.60 42.45 59,607 57.00 42.50 86,474
Mar-16 53.00 40.05 5,57,665 53.00 40.50 8,39,033

57
viii. Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index
etc.
Performance of share price of VIMAL OIL & FOOD LIMITED in comparison to BSE Sensex
for the year 2015 – 16 is as under:

58
Performance of share price of VIMAL OIL & FOOD LIMITED in comparison to NSE Nifty for
the year 2015 – 16 is as under:
ix. Registrar and Transfer Agents:
The Company has appointed M/s. Link Intime India Private Limited as the Registrar and
Share Transfer Agent for Demat shares w.e.f March 16, 2001 having their Registered Office
at:
C-13 Pannalal Silk Mills Compound
L. B. S. Marg handup (W)
Mumbai – 400 078
Phone No. 022-2592 3837
Fax No. 022- 2567 2693
E-mail: mumbai@linkintime.co.in
M/s. Link Intime India Private Limited have also been appointed as a common agency for
share registry work in terms of both physical and electronic vide SEBI circular no.
D&CC/FITTC/CIR-15/2002 dated December 27, 2002 w.e.f February 1, 2003 having their
Office at:
M/s Link Intime India Private Limited
Unit No 303, 3rd Floor Shoppers Plaza-V

59
Opp. Municipal Market
Behind Shoppers Plaza-II Off. C.G. Road
Ahmedabad - 380 009
Phone No. 079-2646 5179
E-mail: ahmedabad@linkintime.co.in
x. Share Transfer System:
Trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f.
March 23, 2001 as per circular issued by the Securities and Exchange Board of India (SEBI).
The transfer of shares in physical form is processed and completed by M/s. Link Intime India
Private Limited, Registrar & Share Transfer Agent within the statutory stipulated period. In
case where shares are held in electronic form the transfers are processed by NSDL/CDSL
through the Depository Participants and Registrar.
Table 2.13: xi. Distribution of shareholding:
xii. Dematerialization of shares and liquidity:
The Company’s equity shares are compulsorily traded in dematerialized form for all the
investors with effect from March 23, 2001.
14664075 out of 15020000 Equity Shares (97.63% of the total Equity Share Capital) have been
dematerialized up to March 31, 2016.
xiii. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date
and likely impact on equity:
The Company has not issued any GDRs / ADRs / Warrants during the year under report.
No. of Equity
Shares Held
No. of
Shareholders
% of
Shareholders
Total No. of
Shares Held
% of
Shareholding
1-500 2726 86.54 373807 2.49
501-1000 184 5.84 155079 1.03
1001-2000 96 3.05 147950 0.99
2001-3000 32 1.01 82775 0.55
3001-4000 17 0.54 61005 0.41
4001-5000 12 0.38 58176 0.39
5001-10000 20 0.64 146497 0.97
10001 & Above 63 2.00 13994711 93.17
Total 3150 100.00 15020000 100.00

60
xiv. Plant Locations:
At: Village Hanumant Heduva
Nr. Palavasna Railway Crossing
Highway Mehsana – 384 002
xv. Address for correspondence:
For any assistance regarding dematerialization of shares, share transfers, transmissions, change
of address and any other query relating to shares of the Company please write to:
M/s. Link Intime India Private Limited
Unit No 303, 3rd Floor Shoppers Plaza-V
Opp. Municipal Market
Behind Shoppers Plaza-II Off. C.G. Road
Ahmedabad - 380 009
Phone No. 079-2646 5179
E-mail: ahmedabad@linkintime.co.in
For any other general matters or in case of any difficulties / grievances please write to:
Shri Mehulkumar K. Vyas
Company Secretary &
Compliance Officer
Vimal Oil & Foods Limited
4th Floor Heritage Near The Grand Bhagwati
Sarkhej-Gandhinagar Highway
Ahmedabad - 380 054
Phone No (079) 26841851 / 52 / 53 / 54
Fax No. (079) 26841850
E-mail Address: secretarial@vimalgroup.com
sec.vimal@yahoo.co.in

61
Key Finding
TATA Coffee Limited:
 Observed market capital was 23206.2184725 (rs in millions)
 The no. of board meeting attended during year was 7 meeting.
 Audit committee conducted 10 meeting during the one year required regulations of
the SEBI.
 Remuneration committee under this committee maximum three meetings were held
during that year.
 Stakeholder committee in attended 5 meeting and included the indipended non-
executive and managing direction of the company.
 CSR activities are attended by the company in section 135 act.
 Discoluser in the non-compliance in the last three year stock exchange included.
 As show in the performance of share price with broad based indices of NSE is lower
than BSE in April 2015.
 At the enf of the financial yaer the performance of movements of share price on NSE
is high Rs. 093.45 and Low Rs. 83.35 but the difference of BSE is decrease at High
is 0.05 and Low 0.10 Rs. In March 2016.
Vimal oil and food limited:
 Directors individually as well as evaluation of working of its audit committee,
nomination and remuneration committee to act SEBI.
 The board of meeting AGM attendance of the director present in 8 meeting. In board
of director one year 6 meeting are attended.
 Audit committee in 4 number of meeting held during his tenure.
 Remuneration committee in 1 meeting attend during his tenure.
 Stakeholders relation committee in all 100% attended meeting shareholder and
investors to solve the issues of them.

62
 In discolusers to give CEO certificate, whistle blower policy, details of non
compliance by the company.
 CSR activities program, project undertake by the company.
 The comparision of NSE & BSE performance of share price for the year 2015 in june
there was a minor change of increasing.
 At the end of the year the both the share at High Rs. 53.00 but at Low rs. 40.05 in
BSE and 40.50 in NSE.

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