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Vidhi Specialty Food Ingredients Ltd.

BSE: 531717 Sector: Industrials
NSE: VIDHIING ISIN Code: INE632C01026
BSE 00:00 | 20 Mar 331.50 4.65
(1.42%)
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327.00

HIGH

335.80

LOW

325.00

NSE 00:00 | 20 Mar 330.75 3.60
(1.10%)
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327.15

HIGH

333.00

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OPEN 327.00
PREVIOUS CLOSE 326.85
VOLUME 1939
52-Week high 513.60
52-Week low 317.15
P/E 38.64
Mkt Cap.(Rs cr) 1,654
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 327.00
CLOSE 326.85
VOLUME 1939
52-Week high 513.60
52-Week low 317.15
P/E 38.64
Mkt Cap.(Rs cr) 1,654
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vidhi Specialty Food Ingredients Ltd. (VIDHIING) - Director Report

Company director report

To

The Members

Vidhi Specialty Food Ingredients Limited

Your Directors take pleasure in presenting the Twenty-Ninth AnnualReport on the business and operations of your Company together with the AuditedFinancial Statement for the financial year ended March 31 2022

1. Financial Summary or Highlights:

The financial highlights of the Company are as follows:

Particulars

Current Year

Previous Year

2021-22

2020-21

Total Income 53843.84 26798.70
Total Expenditure (excluding Depreciation) 45631.47 21549.88
Profit for the year before providing Depreciation 8212.37 5248.82
Less: Depreciation 297.01 278.00
Less: Exceptional Items Nil 297.01 Nil 278.00
Profit before Tax 7915.36 4970.82
Less: Provision for Taxation
Current Year 1960.00 1322.00
Earlier Year Nil Nil
Deferred Tax 79.50 2039.50 (23.18) 1298.82
Profit after Tax 5875.86 3672.00
Add: Other Comprehensive Income 9.31 4.30
Total Comprehensive Income 5885.17 3676.30
Add: Profit brought forward from Previous 13806.15 10897.02
Total Profit in Balance Sheet 19691.31 14573.32
Less: Appropriation
Dividend Paid 299.67 399.56
Transfer to General Reserve 588.52 367.63
Dividend Distribution Tax 0.00 0.00
Transitional Provisions (Ind-AS 116) 0.00 0.00
Balance Profit carried to Balance Sheet 18803.12 13806.15

2. Financial Performance Operations and State of theCompany?s affairs:

The financial performance of the Company

Sr. No. Particulars As on March 31 2021 As on March 31 2022 Increase/ (Decrease) (in %)
1. Total Income 26798.70 53843.84 100.92%
2. Profit Before Tax 4970.82 7915.36 59.24%
3. Profit After Tax from continuing operations 3672.00 5875.86 60.02%

The financial performance is discussed in detail in the ManagementDiscussion and Analysis Report which forms part of the Annual Report.

The Company has manufactured 3573.81 MT of food colours against3660.66 MT in the previous year.

Your Directors assure to maintain the growth momentum in coming yearsand strive for bright future for your Company.

3. Change in the nature of business if any:

The Company is engaged in the business of manufacturing and trading insynthetic food colours and chemicals. There was no change in nature of business activityduring the year.

4. Dividend:

Your Directors are pleased to recommend a final dividend of Rs. 0.40/-(Rupees Forty Paisa Only) per equity share year of Rs. ended March 31 2022.1/-each fully paid up (i. The . 40%) for total outflow on the financial dividendaccount will be Rs. 199.78 Lakhs. The dividend payment is subject to the approval of theMembers at the ensuing Annual General Meeting (‘AGM?) and be paid to the Memberswhose names appear in the Register of Members/Beneficial Holders as on Book Closure Datefixed for the said purpose.

The dividend if declared at the AGM would be paid/dispatched withinthirty days from the date of declaration of dividend to those persons or their mandates:

whose names appear as beneficial owners as at the end of the businesshours on Friday September 23 2022 in the list of the BeneficialOwners to be obtainedfrom the Depositories i.e. National Securities Depository Limited [NSDL] and CentralDepository Services (India) Limited [CDSL] in respect of the shares held inelectronic/dematerialized mode; and whose names appear as Members in the Register ofMembers of the Company as on Friday September

23 2022 in respect of the shares held in physical mode.

In line with our focus on enhancing shareholder returns and in view ofthe Company?s strong cash generation and positive growth momentum the Board ofDirectors had decided to distribute profits to its Members and accordingly the Board ofDirectors had declared interim dividend during the financial year 2021-22 as per detailsgiven below:

Type of Dividend Date of Board Meeting Rate of Dividend

Per share Outflow Dividend Total

1st Interim Dividend November 08 2021 40% per share Rs. 0.40/- per share Rs. 199.78 Lakhs

Total dividend payout for the year 2021-22 (including final dividend tobe declared in the ensuing AGM) isRs. 0.80/- per equity share of Rs. 1/- each against Rs.0.80/- per equity share for previous year.

5. Reserves:

The Board during the year under review has transferred Rs. 588.52lakh (PY Rs. 367.63 lakhs) to General Reserves.

6. Investor Education and Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act 2013("the Act") read with the IEPF Authority (Accounting Audit Transfer andRefund) Rules 2016 ("the IEPF Rules") all unpaid or unclaimed dividends arerequired to be transferred by the Company to the IEPF after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. Since last Board Report theCompany has transferred the unclaimed and unpaid dividend amount in IEPF as per detailsgiven below:

Sr. No. Dividend type Dividend declaration date Amount transferred to IEPF Dividend Transferred to IEPF on Number of shares transferred
1. 1st Interim Dividend for the financial year 2014-15 November 14 2014 Rs. 121323.75/-* December 31 2021 36300
Total Rs. 121323.75/-

*Amount deposited in IEPF is Rs. 121324/- as by default challan onMCA got generated after rounding off. As per the requirements of the IEPF Rules theCompany has transferred 36300 Equity Shares on which dividends were unclaimed for sevenconsecutive years. Further the details of unclaimed dividend and due dates for transferof unclaimed dividend to IEPF account has been given in Notes to the Notice callingTwenty-Ninth AGM and are also available on our website athttps://vidhifoodcolors.com/investor-relation/unclaimed-dividends/

7. Details of the Subsidiaries Joint Ventures or AssociateCompanies:

The Company has a Wholly-owned Subsidiary Arjun Food ColorantsManufacturing Private Limited as on

March 31 2022. However the Company did not have any Joint Venture orAssociate Company during the year under review. During the year under report no Companybecome or ceased to be Subsidiary Joint Ventures or Associate Companies.

Arjun Food Colorants Manufacturing Private Limited did not have anybusiness operation during the year 2021-22. Hence there was no income from operation.However the Company has incurred total expenses of Rs. 7.09/- lakhs during the year ascompared to expenses of Rs. 3.09/- lakhs in the previous year. The Loss after tax of theCompany during the year was Rs. 7.09/- lakhs as compared to Loss after Tax of Rs. 4.09/-lakhs in the previous year. Since there was no business income the said Company has notcontributed to the turnover/ performance of the Company but due to losses it hasnegatively impacted on consolidated profits of the

Company.

As required pursuant to first proviso to sub section (3) of section 129read with Rule 5 of Companies (Accounts) Rules 2014 Form AOC-1 forms part of thisreport appended as Annexure A

Further pursuant to the provisions of Section 136 of the Act theStandalone as well as Consolidated financial statements of the Company along with and allother documents required to be attached thereto and separate audited financial statementin respect of the subsidiary is available on the website of the Company at https://vidhifoodcolors.com/INVPDFDocs/SubsidiariesFinancials/2021-22/Financial%20Statements_Arjun%20Food%20Colorants%20Private%20Limited_2021-22.pdf

8. Deposits:

During the year the Company has not accepted any Deposits fallingwithin the preview of Chapter V of the Companies Act 2013 and Rules made there under.However the Company has taken unsecured loan from

Directors. As per the requirement of proviso to Rule 2(1)(c)(viii) ofthe Companies (Acceptance of Deposits)

Rules 2014 the details of money accepted by the Company from theDirectors during the Financial Year

2021-22 are mentioned below:

Sr. No. Name of lender Designation Particulars Amount (in `)
1. Mr. Bipin Madhavji Manek (DIN: 00416441) Managing Director Opening 0.00
Total Addition 20500000/-
Total payment 13500000/-
Closing 7000000/-
2. Mr. Mihir Bipin Manek (DIN: 00650613) Joint Managing Director Opening 0.00
Total Addition 151500000/-
Total payment 112810000/-
Closing 38690000/-
3. Mrs. Pravina Bipin Manek (DIN: 00416533) Non-Executive Director Opening 0.00
Total Addition 39500000/-
Total payment 10000000/-
Closing 29500000/-

9. Directors and Key Managerial Personnel:

As on the date of this Report your Company had ten (10) Directorsconsisting of 5 (Five) Independent

Directors including 1 (One) Independent Woman Director 3 (Three)Executive Directors and 2 (Two) Non-Executive Directors including a Woman Director(Promoter).

In pursuance of the provisions of Section 152(6) of the Act andArticles of Association of the Company Mrs. Pravina Bipin Manek (DIN: 00416533) and Mrs.Vidhi H. Parekh (DIN: 07584061) retires by rotation from the

Board in the ensuing AGM and being eligible for re-appointment hasoffered

The Board of Directors recommends their re-appointment to the Membersof the Company.

The details of Directors or Key Managerial Personnel who were appointedor have resigned during the year are as follows:

Mr.AwdheshKumarPandey(MembershipNo.:A60501)CompanySecretary&ComplianceOfficerof the

Company had resigned from the Company w.e.f. May 12 2021.

The Members in the 28th AGM of the Company approved appointment of Mrs.Vidhi H. Parekh (DIN: 07584061) as Director of the Company. In the said meeting herappointment as Whole-time Director for a period of five years w.e.f. November 01 2020 wasalso approved.

In the 28th AGM Mr. Mihir B. Manek (DIN: 00650613) re-appointed asDirector pursuant to Section 152(6) of the Act.

Based on the recommendation of the Nomination and RemunerationCommittee the Board of Directors in its Meeting held on November 08 2021 had appointedMs. Priyanka Suresh Soni (Membership No.:

A63701) Company Secretary & Compliance Officer of the Company.

After closure of the financial year on the recommendation of theNomination and Remuneration Committee the Board of Directors in their meeting held onAugust 12 2022 has re-appointed Mr. Bipin Madhavji Manek (DIN: 00416441) as ManagingDirector for a period of five years w.e.f. November 01 2022 on existing terms andconditions. The said re-appointment is subject to the approval of the Members in theensuing AGM. On the recommendation of Nomination and Remuneration Committee the Board ofDirectors in its meeting held on November 08 2021 approved to increase remuneration byway of commission of Mr. Vijay

Krishnaswamirao Atre (DIN: 00416853) Non- Executive Director of theCompany by Rs. 10000/- per month w.e.f. April 01 2022 his revised remuneration beingRs. 60000/- per month subject to not exceeding 1% of the net profits of the Company foreach financial year calculated in the manner laid down in Section 198 of the

Act which also subject to approval of Members in the ensuing AGM.Accordingly the Board recommends to the Members for approval of increase in remunerationby way of commission of Mr. Vijay Krishnaswamirao

Atre (DIN: 00416853).

In terms of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘the Listing Regulations?) approval of the Members byway of a Special Resolution shall be obtained every year in which the annual remunerationpayable to a single Non-Executive Director exceeds 50% of the total annual remunerationpayable to all the Non-Executive Directors giving details of the remuneration thereof.Since payment of remuneration to Mr. Vijay Krishnaswamirao Atre (DIN: 00416853) as a Non-Executive Director is more than 50% of the total annual remuneration payable to all theNon-Executive Directors in order to comply with the provisions of the Listing Regulationsand continue to pay him a remuneration on proposed scale as proposed in the ensuing AGMduring the financial year 2022-23 a Special Resolution is proposed in the ensuing AGM.

According to Regulation 17(6)(e) of the Listing Regulations if theaggregate annual remuneration payable to more than one Executive Director who is aPromoter or is a Member of the Promoter Group exceeds 5% of the net profits of theCompany calculated as per Section 198 of the Act even though the annual remunerationpayable to the Executive Directors is within the limit of 5% and 10% specifiedu/s 197(1)of the Act then as approval of the Members by way of a Special Resolution is required.Such approval of the Members under this provision shall be valid only till the expiry ofthe term of such Director(s). The approval of the Members by way of a Special Resolutionwas already taken in previous AGM. However the Board of Directors in their meeting heldon August 12 2022 had approved reappointment of and payment of remuneration to Mr. BipinMadhavji Manek (DIN: 00416441) as Managing Director for fiveyears w.e.f. November01 2022. In order to periodof comply with the provisions of the Listing Regulations aSpecial Resolution is again proposed in the ensuing AGM for payment of remuneration toExecutive Directors.

Accordingly the Board recommends the approval for payment of aggregateannual remuneration to the Promoter-Executive Directors/Members of the Promoter Groupexceeding 5% of the net profits of the Company and the payment of aggregate annualremuneration to Mr. Vijay Krishnaswamirao Atre (DIN: 00416853) as a Non-Executive Directorof the Company which exceeds 50% of the total annual remuneration payable to all theNon-Executive Directors.

The Company has received declarations from all the IndependentDirectors of the Company pursuant to the provisions of Section 149(7) of the Act statingthat they meet the criteria of independence as provided under the Act and the ListingRegulations and that they are not disqualified to become Directors under the Act; and inthe opinion of the Board of Directors all the Independent Directors fulfill the criteriaof independence as provided under the Act read with the Listing Regulations and that theyare independent of the Management.

Further at the time of the appointment of an Independent Director theCompany issues a formal letter of appointment outlining his role function duties andresponsibilities. The format of the letter of appointment is available on our website athttps://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/14.%20Terms%20&%20Conditions%20of%20ID.pdf

Brief resume and other details of the Director proposed to bere-appointed as stipulated under the Listing Regulations and Secretarial Standard-2 hasbeen furnished separately in the Notice convening the AGM read with the Annexure theretoforming part of this Annual Report.

Following persons are designated as Key Managerial Personnel (KMP) ason March 31 2022:

Mr. Bipin Madhavji Manek (DIN: 00416441) Chairman and ManagingDirector

Mr. Mitesh Dinesh Manek Chief Financial Officer

Ms. Priyanka Suresh Soni (Mem No. A63701) Company Secretary andCompliance Officer

10. Board Evaluation:

The Board of Directors is committed to continued improvement in itseffectiveness. Accordingly formal evaluation of Board?s it?s Committee andDirectors performance is carried out annually. This was designed to ensure amongst otherthings that the Board its Committees and each Director continue to contributeeffectively.

As per Section 134(3)(p) of the Act a statement indicating the mannerin which formal annual evaluation was made by the Board of their performance and that ofits Committees and individual Directors has to be furnished to the Members as part of theBoard?s Report.

As per provisions of Section 178(2) of the Act Nomination andRemuneration Committee shall specify the manner for effective evaluation of performance ofBoard its Committees and individual Directors to be carried out. Further the IndependentDirectors as part of their mandate under Schedule IV of the Act need to make anevaluation of performance of the Board it?s Committee and constituents of the Boardapart from their self-evaluation. Under this process a structured questionnaire wasprepared after taking into consideration inputs received from the Directors setting outparameters of evaluation; the questionnaire for evaluation are to be filled inconsolidated and discussed with the Chairman. The evaluation by the Independent Directorshas been undertaken at their meeting held on February 10 2022. The Board of Directorsundertook evaluation of Independent Directors at their meeting held on February 10 2022and placed on its record that the

Independent Directors have the requisite qualification expertise andtrack record for performing their duties as envisaged under the Law and they add value inthe decision making process of the Board.

The criteria for evaluation of performance of Directors the Board as awhole and the Board?s Committee as specified by Nomination and RemunerationCommittee are summarized in the table given below:

Evaluation of Evaluation by Criteria
Non-Independent Director (Executive) Independent Directors Transparency Leadership (business and people) Governance and Communication
Non-Independent Director (Non-Executive) Independent Directors Preparedness Participation Value addition Governance and Communication
Independent Director All other Board Members Preparedness Participation Value addition Governance and Communication
Chairman Independent Directors Meeting dynamics Leadership (business and people) Governance and Communication
Committees Board as a whole Board Members Independent Directors Composition Process and Dynamics Composition Process and Dynamics

11. Board Familiarization Program:

At the time of appointment of Independent Director through theinduction process he/she is familiarized with the Company the Director?s rolesrights and responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc. Detailed presentations are made before theBoard

Members at the Board Meetings covering various areas includingbusiness strategy financial performance and forecast compliances/regulatory updatesaudit reports risk assessment and mitigation industry roles rights responsibilitiesof Independent Directors etc. The Familiarization Program aims to provide insights intothe Company to enable the Independent Directors to understand its business in depth andcontribute significantly to the Company. All Independent Directors attended theorientation and familiarization programs held during the financial year 2021-22.

The details of training and familiarization programs are available onour website at https://vidhifoodcolors. com/investor-relation/codes-policies/

12. Policy on the Directors? appointment and remuneration:

The Company?s Policy on the Directors? appointment andremuneration including criteria for determining qualifications positive attributesindependence of Directors and other matters as provided under section 178 of the Act isannexed to this Report as Annexure B to this Report.

13. Number of meetings of the Board of Directors:

The Board of Directors met Five (5) times during the Financial Yearunder review. The intervening gap between any two meetings was not more than 120 days asprescribed under the Act. Details of the dates of Board Meetings and the attendance of theDirectors at the Board Meetings are provided separately in the Report on

Corporate Governance.

14. Committees of the Board:

As on March 31 2022 the Board had fiveCommittees namely AuditCommittee Nomination and Remuneration

Committee Stakeholder?s Relationship Committee Corporate SocialResponsibility Committee and Risk Management Committee.

The Composition of all the Committees is in line with the requirementof the Act and the Listing Regulations.

During the year all the recommendations made by the Committees wereapproved by the Board.

A detailed note on the composition number and dates of meetings heldand attendance of Committee Members for the Audit Committee Nomination and RemunerationCommittee Stakeholder?s Relationship Committee and Risk Management Committee isprovided separately in the Report on Corporate Governance.

15. Corporate Social Responsibility Committee (CSR Committee):

Since net profit of the Company is in excess of Rs. 5 Crores theprovisions of Section 135 of the Act regarding

Corporate Social Responsibility became applicable to the Company. Theconstitution composition quorum requirements terms of reference role powers rightsand obligations of CSR Committee are in conformity with the provisions of Section 135 andall other applicable provisions of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 and all other applicable Rules made under the Act.

The CSR Committee comprises of the following Directors as on the dateof this Report:

Name Designation Category
Mr. Prafullachandra Anantlal Shah (DIN: 00417022) Chairman Non-Executive Independent
Mr. Nirenbhai Dinkerrai Desai (DIN: 01978382) Member Non-Executive Independent
Mr. Rahul Chakradhar Berde (DIN: 06981981) Member Non-Executive Independent

During the financial year under review the Committee met twice onAugust 05 2021 and February 10 2022.

Brief description of terms of reference of the Committee inter-aliaincludes:

formulate and recommend to the Board of Directors (Board) a CorporateSocial Responsibility (CSR) Policy which shall indicate the activities to be undertaken bythe Company as specified in Schedule VII of the Act; formulate and recommend to the Boardan annual action plan in pursuance of its CSR policy.

recommend the Board alteration in annual action plan at any time duringthe financial year with reasonable justification.

recommend CSR activities;

recommend to the Board the amount of expenditure to be incurred on theCSR activities; monitor the CSR Policy of the Company from time to time;

institute a transparent monitoring mechanism for implementation of theCSR projects or programs or activities undertaken by the Company; and carry out any otherfunctions as authorized by the Board from time to time or as enforced by statutory/regulatory authorities.

CSR Policy development and implementation:

The CSR Policy of the Company is available on the Company?swebsite at:https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/4.%20CSR%20Policy.pdfAnnual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy)

Rules 2014 has been appended as Annexure C to this Report.

16. Vigil Mechanism:

The Company has a ‘Whistle Blower Policy?/‘VigilMechanism? in place. The objective of the Vigil Mechanism is to provide theemployees Directors customers contractors and other stakeholders of the Company animpartial and fair avenue to raise concerns and seek their redressal in line with theCompany?s commitment to the highest possible standards of ethical moral and legalbusiness conduct and fair dealings with all its stakeholders and constituents and itscommitment to open communication channels. The Company is also committed to providerequisite safeguards for the protection of the persons who raise such concerns fromthatreprisals or victimizationaffirmsand confirms for whistleblowing in good faith. TheBoard of Directors no personnel have been denied access to the Audit Committee. The Policycontains the provision for direct access to the Chairman of the Audit Committee inappropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on theCompany?s website at:https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/13.%20Vigil%20Mechanism%20

Cum%20Whistle%20Blower%20Policy.pdf

17. Audit Report:

a) Statutory Audit Report:

The financial statements of the Company have been prepared inaccordance with Indian Accounting Standards (IndAS) notified under section 133 of the Act.The Company has received an unmodified opinion in the Auditors? Report for thefinancial year 2021-22.

b) Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Hemanshu Kapadia & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2021-22 and issueSecretarial Audit Report. Secretarial Audit Report issued by M/s. Hemanshu Kapadia &Associates for the financial year 2021-22 on August 12 2022 in Form MR-3 forms part ofthis report and annexed hereto as Annexure D.

The Secretarial Auditor has qualified the Secretarial Audit Report. Theobservations of the Secretarial

Auditors and the reply of the Management for the same are as under:

Sr. No. Secretarial Auditors? Observations Reply from the Management
1. In terms of Rule 6(3)(a) of Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 there was a delay in publication of notice in newspapers for transfer of shares to Investor Education and Protection Fund. The said dividend account of Company was with Corporation Bank which was in the process of merger with Union Bank of India. Due to change in the officers management & systems the Reconciliation Statement from Bank?s part was not received on time. However as soon as the same were received the shareholders were identified and the notice was published in the newspapers.
2. Mr. Awdhesh Pandey Company Secretary resigned and Compliance Officer of the Company had time limit within w.e.f. closing working hour of May 12 2021. The Company has appointed Ms. Priyanka Suresh Soni Company Secretary as Compliance Officer of the Company w.e.f. November 08 2021. Hence there was no Compliance Officer during the period from w.e.f. closure of working hour of May 12 2021 till November 07 2021. The SEBI Listing Regulation does not prescribe which the Company Secretary/ Compliance Officer to be appointed. However Section 203(4) of the Companies Act 2013 provide 6 months? time to fill the casual vacancy in the office of Company Secretary. Accordingly the appointment of Company Secretary was made November 08 2021 which was within 6 months from the date of creation of vacancy.
3. The Company being top 1000 listed entity by Market Cap as on March 31 2021 was. required to have D&O insurance w.e.f. January 01 2022 which was obtained effective from March 28 2022. The Company has obtained D&O insurance which waseffectivefrom March 28 2022

18. Auditors:

a) Statutory Auditors:

On the recommendation of the Audit Committee and the Board the Membersin their Twenty-Fourth AGM had appointed M/s. JMR & Associates Chartered AccountantsMumbai (Firm Registration No: 106912W) as the Statutory Auditors of the Company for aperiod of five consecutive financial years from the conclusion of the Twenty-Fourth AGM ofthe Company till the conclusion of the Twenty-Ninth AGM to be held for the financialyear2021-22. Accordingly the term of office of M/s. JMR & Associates LLP as

Statutory Auditors of the Company is valid till the conclusion of theensuing AGM of the Company.

The Board of Directors of the Company based on the recommendation ofthe Audit Committee at its meeting held on August 12 2022 appointed M/s. Bhuta Shah& Co. LLP Chartered Accountants (ICAI

Firm Registration Number 101474W/W100100) as the Statutory Auditors ofthe Company to hold office for a term of five consecutive years from the conclusion of the29th AGM till the conclusion of the 34th AGM to be held in the financial year 2026-27 andwill be placed for the approval of the shareholders ensuing AGM. The said firm expressedtheir eligibility and willingness to act as Auditors of the Company and consented to actas Auditors of the Company if appointed by the Members. The Board recommends theirappointment to the shareholders for their approval. The notice convening the 29th AGM tobe held on September 30 2022 sets out the details.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and on thebasis of the recommendation of Audit

Committee the Board in their meeting held on May 12 2022 hadappointed M/s. Hemanshu Kapadia & Associates Practicing Company Secretaries (FCS:3477 and C.P. No.: 2285) to undertake the Secretarial

Audit of the Company for the financial year 2022-23 and issueSecretarial Audit Report as required under the Act.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with Rule 13of Companies (Accounts) Rules 2014 and on the basis of the recommendation of AuditCommittee the Board of Directors in their meeting held on May 12 2022 had appointed M/s.Jayesh Kothari & Co. Chartered Accountants (FRN: 148528W) as the Internal Auditorsof the Company for the financial year 2022-23.

19. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo:

The information as per Section 134(3)(m) of the Act read with theCompanies (Accounts) Rules 2014 with respect to Conservation of Energy TechnologyAbsorption & Foreign Exchange Earnings and Outgo are given in Annexure E tothis Report.

20. Managerial Remuneration and Particulars of Employees:

The information required to be disclosed with respect to theremuneration of Directors and KMPs in the

Board?s Report pursuant to Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 forthe financialyear 2021-22 is appended as Annexure F to the Board?s Report.

The names of top ten employees of the Company in terms of remunerationdrawn as required pursuant to

Section 197 of the Companies Act 2013 read with Rule 5(2) & (3)of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 for the financialyear 2021-22 is appended as Annexure

F to the Board?s Report.

No Managing Director or Whole-time Director of the Company were paidany remuneration or commission from any of its Subsidiary Company.

21. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act 2013 readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 the AnnualReturn is placed on website of the Company and which shall be treated as part of thisReport. The link is as follows:https://vidhifoodcolors.com/INVPDFDocs/4.%20Annual%20Reports/2021-22/1.%20Form_MGT_7_Vidhi_

March%2031%202022.pdf

22. Share Capital & Listing of Securities:

During the financial year under review the Company has not issued:

any equity shares with differential rights as to dividend voting orotherwise;

any equity shares (including sweat equity shares) to employees of theCompany under any scheme; and any sweat equity shares.

The Company?s equity shares are listed on BSE Ltd. (BSE) andNational Stock Exchange of India Limited (NSE). The stock code of the Company at BSE is531717 and the symbol for NSE is VIDHIING.

23. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year underreview as stipulated under regulation 34 of the Listing Regulations is set out in aseparate section forming part of the Annual Report.

24. Corporate Governance:

The Company is adhering to good corporate governance practices in everysphere of its operations. The Company has taken adequate steps to comply with theapplicable provisions of Corporate Governance as stipulated under the Listing Regulations.A separate Report on Corporate Governance is enclosed as a part of the Annual Report alongCertificatefrom the Practicing Company Secretary on Corporate with the

Governance.

25. Directors? Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of theAct your Directors hereby state and confirm that:

a) in the preparation of the annual accounts for the financial yearended on March 31 2022 the applicable accounting standards have been followed and thatthere are no material departures from the same;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state ofaffairsof the Company at the end of the financialyear ended on March 31 2022 and of the profit and loss of the Company for that period; c)they have taken proper and sufficient care for the accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis; e)they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively during the financial year endedMarch 31 2022; and f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectivelyduring the financial year ended March 31 2022.

26. Particulars of Contracts and arrangements with related parties:

During the financial year under review the Company has not enteredinto any contracts/arrangements/ transactions with related parties which could beconsidered material in accordance with the Company?s

Policy on materiality of related party transactions. Allcontracts/arrangements/transactions entered into by the Company during the financial yearunder review with related parties were in the ordinary course of business and on anarm?s length basis but not material in nature. Accordingly the disclosure of relatedparty transactions to be provided under section 134(3)(h) of the Act in Form AOC 2 is notapplicable.

The details of transactions entered into with related parties as perAccounting Standards are disclosed in the

Note No. 28 of the Financial Statement.

The Company?s Policy on Materiality of related party transactionsand dealing with related party transactions is available on the Company?s website at:https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/11.%20Policy%20on%20Related%20Party%20Transactions.pdf

27. Particulars of loans given investments made guarantees given andsecurities provided:

During the year under Report the Company has not given any loanexcept loan to employees and loan to Wholly-owned Subsidiary Company or given guaranteeor provided securities as covered under section 186 of the Act. Further the Company hasnot made any fresh investment during the year. However the investment made in previousyears in the Subsidiary Company is continuing.

The details of loan given and Investment made by the Company have beengiven in the Financial Statement.

28. Risk Management:

The Company is exposed to inherent uncertainties owing to the sector inwhich it operates. A key factor in determining a Company?s capacity to createsustainable value is the risks that the Company is willing to take (at strategic andoperational levels) and its ability to manage them effectively. Many risks exist in aCompany?s operating environment and they emerge on a regular basis. TheCompany?s Risk Management process focuses on ensuring that these risks are identifiedon a timely basis and addressed.

The Risk Management Committee (‘RMC?) of the Board providesoversight and sets the tone for implementing the Enterprise Risk Management("ERM") framework across the organization. It reviews the status of key risksprogress of ERM implementation across locations and any exceptions as flagged to it onperiodic basis. The Committee oversees enterprise risk management framework to ensureexecution of decided strategies with focus on action and monitoring risks arising out ofunintended consequences of decisions or actions and related to performance operationscompliance incidents processes systems and transactions are managed appropriately. TheCompany believes that the overall risk exposure of present and future risks remains withinrisk capacity.

During the year under Report the Company is keeping track on thepandemic situation to proactively manage risks and ensure health and safety of employeeswhile simultaneously ensuring growing business operation without any interruption.

29. Internal Financial Controls with reference to the FinancialStatement:

The Company has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company?spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.

The Company has in place adequate internal financial controls withreference to financial statements. The Company?s internal control systems includinginternal financial controls are commensurate with the nature of its business and the sizeand complexity of its operations and the same are adequate and operating effectively.These systems are periodically tested and no reportable material weakness in the design oroperation was observed. The Audit Committee reviews adequacy and effectiveness of theCompany?s internal control system including internal financial controls.

30. Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

Your Company has always believed in providing a safe andharassment-free workplace for every individual working in the Company. The Company hascomplied with the applicable provisions of the aforesaid Act including constitution ofthe Internal Complaints Committee. The Company has in place an Anti-Sexual HarassmentPolicy in line with the requirements of the Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013. All employees(permanent contractual temporary and trainees) are covered under this Policy. The Policyis gender neutral. We are pleased to inform you that no complaints pertaining to sexualharassment were received during the Financial Year 2021-22 and pending as on March 312022.

31. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standardsissued by The Institute of Company Secretaries of India and notified by the CentralGovernment.

32. Cost Records:

As per Section 148(1) of the Act read with the Companies (Cost Recordsand Audit) Rules 2014 the maintenance of cost records is not mandated for the productsmanufactured by the Company.

33. Business Responsibility Report (BRR)

The Listing Regulations mandate the inclusion of the BRR as part of theAnnual Report for the top 1000 listed entities based on market capitalization. Since yourCompany is Top 1000 Companies by Market Cap in compliance with the Listing Regulationswe have integrated BRR disclosures into our Annual Report as

Annexure G.

34. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as requiredunder regulation 43A of the Listing Regulations. The said Policy is uploaded on theCompany's website. The weblink of the same is as follows:https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/18.%20Dividend%20Distribution%20Policy.pdf

35. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no events/instances/transactions occurred onthese items during the year under review: a) Material changes and commitments if anyaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport; b) Voting rights which are not directly exercised by the employees in respect ofshares for the subscription/ purchase of which loan was given by the Company (as there isno scheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Act); c) The details of application made and proceeding pendingunder the Insolvency and Bankruptcy Code 2016; d) The details of difference betweenamount of the valuation done at the time of one time settlement and the valuation donewhile taking loan from the Banks or Financial Institutions; e) Significant or materialorders were passed by the Regulators or Courts or Tribunals which impact the going concernstatus and Company?s operations in future; and f) Details in respect of fraudsreported by the Auditors under section 143(12) other than those which are reportable tothe Central Government as there were no such frauds reported by the Auditors.

36. Acknowledgements:

Your Board wish to place on record their appreciation and acknowledgewith gratitude the support and cooperation extended by the Government AuthoritiesBankers Customers Employees and Members during the year under review and look forward totheir continued support.

For and on behalf of the Board of Directors
Sd/-
Bipin Madhavji Manek
Date: August 12 2022 Chairman & Managing Director
Place: Mumbai (DIN: 00416441)
Address: 12/A Sommerset House
Off. Bhulabhai Desai Road
Warden Road Sophia College
Mumbai – 400 026

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