To the Members
Your directors have pleasure in presenting the Thirty Fourth Annual Report togetherwith the Audited Statement of Accounts of the Company for the year ended 31st March 2021.
1. FINANCIAL STATEMENTS & RESULTS a. FINANCIAL SUMMARY :
Financial summary and performance highlights of your Company for the financial yearended 31st
March 2021 are as follows
| || ||(Rs in Lakhs) |
|Particulars ||31st March 2021 ||31st March 2020 |
|Income from Operations & Other income excluding Excise &VAT (GST) ||4852.19 ||5879.44 |
|Profit/(Loss) before Depreciation & Interest ||286.22 ||374.90 |
|Less: Depreciation & Interest ||64.57 ||155.13 |
|Net Profit / (Loss) before Exceptional items and Tax ||221.65 ||219.77 |
|Less: Prior years adjustments Deferred tax etc. ||73.34 ||72.12 |
|Less: Exceptional items/Prior Period Items ||-- ||61.08 |
|Net Profit / (loss) after tax ||148.31 ||86.57 |
|Net Profits after Dividends ||148.31 ||59.05 |
|forward Add/Less:Profit/(Loss) Brought ||630.76 ||544.03 |
|Balance carried to Balance Sheet ||779.07 ||630.76 |
Due to the ongoing vulnerabilities of our domestic economy & the global marketdislocation including on the back of the COVID-19 pandemic the Company has recorded lowertotal income of Rs 4852.19 Lakhs as compared to Rs 5879.44 Lakhs for the previous year andhigher net Profits after tax of Rs 148.31 Lakhs for the year as compared to the profitsofRs 86.57 Lakhs in the previous year.
c. FUTURE PROSPECTS:
The Company has initially planned to start production of J. Acid at Boisar Plant byMarch or April 2020. But now as the price of J. Acid is cheaper in the local &International market the Company feels it is more viable to import rather thanmanufacture J. Acid in the Plant.
The Company is watching the market situation and will take further decision on J. Acidproduction at Boisar Plant.
Your Directors are pleased to recommend a dividend of Rs 0.20 per Equity Share of Rs5/- each (i.e. 4%) for the year ended March 31 2021 (previous year Rs 0.25 per EquityShare). The dividend if approved by the shareholders will be paid out of the profits ofthe Company for the year to all those equity shareholders whose name appears on theRegister of Members of the Company as on the record date.
e. CHANGE IN SHARE CAPITAL:
There is no change in the Paid-up Share Capital of the Company as on 31st March 2021which was
Rs 45644350/- comprising of 9128870 Shares of Rs 5/- each. The company has notissued shares with differential voting rights nor granted stock options nor sweat equityduring the period under review.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
g. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report as required under the ListingRegulations which form an integral part of this Report is set out as separate"Annexure D".
Cash and cash equivalents as at March 31 2021 was Rs 20518225/-. The companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters which were kept under strict checkthrough continuous monitoring.
i. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
j. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. The disclosure ofmaterial Related Party Transaction in FORM AOC-2 is given in "Annexure A" tothis report.
k. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
2. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of Companies Act 2013 Smt. Meena Sumish Mody retires byrotation at the ensuing Annual General Meeting and being eligible has offered herself forre-appointment. The Board recommends her re-appointment.
On recommendation of the Nomination & Remuneration Committee in its meeting held on6th August 2021 and approval of the Board of Directors in its meeting held on 6th August2021 the board has revised/ changed the remuneration payable to Shri. Sumish S. ModyManaging Director Shri. Miten S. Mody
Wholetime Director and Shri. Sudhir Muljibhai Mody Chief Financial Officer from 1stApril 2021. The board has also reappointed Shri. Sumish S Mody as Managing Director ofthe company whose term is expiring on
31/10/2021 subject to the approval of the shareholders in the Annual general meeting.
The necessary resolutions for the appointment/revision in remuneration are also beingplaced before the members for their consideration at the forthcoming Annual GeneralMeeting.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and SEBI Listing
Regulations and the relevant rules. In the opinion of the Board they fulfill asspecified in the Act and Rules made thereunder and are independent of the Management
BOARD EFFECTIVENESS : i. Familiarization Programme For Independent Directors
Pursuant to requirements of the Listing Regulations the Company has a familiarizationprogramme for Independent Directors with regard to their role rights responsibilities inthe
Company nature of the industry in which the Company operates business model of theCompany etc. The Board Members are provided with all necessary documents/ reports andinternal policies to enable them to familiarize with the Company's procedures andpractices.
Periodic presentations are made at the Board and Board constituted Committee Meetingspertaining to business and performance updates of the Company global businessenvironment business strategies and risks involved. Directors attend trainingprogramme/conferences on relevant subject matters and keep themselves abreast of thelatest corporate regulatory and industry developments.
The same has been posted on website of the Company viz; www.vividglobalinds.com ii.Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations 2015the evaluation of the performance of the Board as well as of the Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee has beencarried out. The performance evaluation of the Independent Directors was carried out bythe entire Board and the performance evaluation of the Chairman and Non-IndependentDirectors was carried out by the Independent Directors.
3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
a. BOARD MEETINGS:
During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. except the gap between last board meeting and Audit Committee meeting datedMarch 12 2020 for financial year 2019-20 and the first board meeting and Audit Committeemeeting dated June 30 2021 for financial year 2020-21 was more than 120 days but in viewof the extension granted by the Ministry of Corporate Affairs vide general circular no.11/2020 dated March 24 2020 and by the Securities and Exchange Board of India videcircular no. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19 2020 and circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated June 26 2020 the same was complied.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(3) and 134 (5) of the Companies Act 2013 the directors wouldlike to state that: i) In the preparation of the annual accounts the applicableaccounting standards have been followed. ii) The directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that werereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit or loss of the
Company for the year under review. iii) The directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities. iv) The directors have prepared the annual accounts on agoing concern basis. v) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. vi) The directors had devised proper system to ensure compliancewith the provisions of all applicable laws and that such system were adequate andoperating effectively
c. NOMINATION AND REMUNERATION COMMITTEE:
The details pertaining to the composition of the Nomination and Remuneration Committeeare included in the Report on Corporate Governance which forms part of this Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
The Committee at its meeting held on 6th August 2021 recommended revision inremuneration payable to Shri. Sumish S. Mody as Managing Director Shri. Miten Sudhir Modyas Whole time Director and
Shri. Sudhir Muljibhai Mody Chief Financial Officer and the necessary resolution forthe said revision in remuneration is also being placed before the members for theirconsideration at the forthcoming Annual General Meeting.
d. AUDIT COMMITTEE:
The details pertaining to the composition of the Audit Committee are included in theReport on Corporate Governance which forms part of this Report.
During the year under review there was no instance wherein the Board had not acceptedany recommendation of the Audit Committee.
e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality with concernsand also that no discrimination will be meted out to any person for a genuinely raisedconcern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
f. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefinedin the Internal Audit Manual.
To maintain its objectivity and independence the Internal Audit function reports tothe Chairman of the Audit Committee of the Board & to the Chairman of the Company. TheInternal Auditor appointed by the Company viz. Shri. Stevan L. Mendonca monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. The Boardaddressessignificantissues raised by both the Internal Auditors andStatutory Auditors.
g. BUSINESS RISK MANAGEMENT :
Integrated enterprise risk management framework is in existence under which the commonprevailing risks in theCompanyareidentifiedthe risks so identified are reviewed onperiodic basis by the Audit Committee and the management's actions to mitigate the riskexposure in a timely manner are assessed.
A risk management policy under the above said enterprise risk management framework asapproved by the Board has been adopted by the Company and being reviewed on yearly basis.
At present the company has not identified any element of risk which may threaten theexistence of the company.
h. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND OTHER APPLICABLE PROVISIONS :
Information pursuant to Rule 5(1) of Companies (Appointment and Remuneration ofManagerial
Personnel) Rules 2014:- i. The percentage of increase in remuneration of eachDirector Chief Financial Officer and Company during the financial year 2020-21 ratio ofthe remuneration of each director to the median remuneration of the employees of thecompany for the financial year 2020-21 and the comparison of remuneration of each KMPagainst the performance of the company are as under: ii
|Sr. Name of the Director/ No. KMP and designation ||Remuneration of the Director/ KMP for the financial year 2020-21 ||% increase in remuneration in the financial year 2020-21 ||Ratio of remuneration of each Director/ to median remuneration of employees ||Comparison of the remuneration of the KMP against the performance of employees |
|1. Shri. Sumish S. Mody Managing Director ||4950000 ||50.00 ||22.85:1 ||The remuneration of the Directors & KMPs is well within the industry limits and in tandem with the performance of the company |
|2. Shri. Miten S Mody Wholetime Director ||960000 ||-33.33 ||4.43:1 || |
|3. Shri. Sudhir Mody CFO(KMP) ||2400000 ||362.96 ||11.08:1 || |
|4. Smt. Nilam P. Bajoria Company Secretary ||168000 ||21.74 ||0.78:1 || |
iii. The median remuneration of employees of the Company during the financial yearwasRs 2.16 Lakhs; iv. In the financial year there was no change in the medianremuneration of employees; v. There were 44 permanent employees on the rolls of Company ason 31st March 2021; vi. Relationship between average increase/ decrease in remunerationand company performance:
The Profit before Tax for the financial year ended 31st March 2021 stood atRs22165164/- from the profit Rs 21977031/- posted in the same period last year. Therewas no change inof the median remuneration. The average increase in median remunerationwas in line with the performance of the Company. vii. Comparison of Remuneration of theKey Managerial Personnel(s) against the performance of the Company: The total remunerationof Key Managerial Personnel was Rs 8478000/- for the FY 2020-21 as compared to Rs4740000/- for the FY 2019-20. Whereas profit before tax stood at
Rs 22165164/- from the profit ofRs 21977031/-posted in the same period last year.viii. a) Variations in the market capitalization of the Company: The market capitalizationas on 31st March 2021 was Rs 1638.63 Lakhs (Rs 1036.13 Lakhs as on 31st March 2020).b) Earnings ratio of the Company was 1.62 as at 31st March 2021 and was 0.95 as at 31stMarch 2020. ix. No increase made in the salaries of employees other than the managerialpersonnel in the last financial year i.e. 2020-21.
x. The key parameters for the variable component of remuneration availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy of the Company. xi.During the year ended 31st March 2021 there was no employee who is not a Director ofthe Company and received remuneration in excess of highest paid Director of the Company.xii. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy ofthe
Information pursuant to Rule 5(2) and (3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:- There was no employee who is paid in excess of thelimit as specified in the rule.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2021: qualificationsreservation or adverse remark or disclaimer made by statutory auditor in his Therearenoreport. The observations made by the Statutory Auditors in their report for thefinancialyear ended 31st March 2021 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2021:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Pankaj & Associates a firm of company Secretaries in practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit report of the Company for thefinancial year ended 31st March 2021 in the prescribed
Form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed herewith as "Annexure B".
c. STATUTORY AUDITORS:
At the Company's 30th Annual General Meeting held on 27th September 2017 M/S. SaumilJ. Kapadia
& Co. Mumbai Chartered Accountants (Firm Reg. No. 135970W) has been appointed asthe Statutory
Auditor of the Company for a term of 5 years to hold office
General Meeting until the conclusion of the 35th Annual General Meeting of the Company.
d. INTERNAL AUDIT:
Shri. Stevan L. Mendonca Internal Auditor of the Company has carried out audit onvarious expense heads of the Company and site and inventory management. The findings ofthe Internal Auditors are discussed on an on-going basis in the meetings of the AuditCommittee and corrective actions are taken as per the directions of the Audit Committee.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2021 made under the provisionsof Section 92(3) of the Act is attached as "Annexure C" which forms part of thisReport.
b. CONSERVATION OF ENERGY: i. Though the Company's manufacturing operations do notinvolve substantial energy consumption the Company has taken adequate steps to improveenergy utilization wherever possible. ii. Additional investments and proposals forreduction of consumption of energy- No additional investments made during the year. iii.Impact of the above measures: Nil iv. Total energy consumption and energy consumption perunit of production: "FORM A" Not Applicable.
c. TECHNICAL ABSORPTION ADAPTION AND INNOVATION: i. The Company is having in-houseR&D facilities for all its products and doing continuous research for its improvement.ii. The Company is examining possibilities of new technology to improve the quality andyield of the products development by in-house technical personnel. iii. ImportedTechnology: No technology was imported by the Company during the year under review.
d. INDUSTRIAL RELATIONS:
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
e. FOREIGN EXCHANGE EARNINGS AND OUTGO: i. Activities relating to exportinitiative taken to increase exports development of new export markets for products andservices. During the current year the Company has exported its products to Far EastCountries. Efforts are being made to develop new markets and the Company expectssubstantial increase in exports during the current year. ii. Total Foreign Exchange.
Outgo - Rs 3784465/-
Earned - Rs 172264665/-
f. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business of the Company.
g. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: materialorders passed by the Regulators or Courts or Tribunals which would Thereare nosignificantimpact the going concern status of the Company and its future operations.
h. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year 31 March 2021 to which thefinancial statements relates and the date of signing of this report.
i. CORPORATE GOVERNANCE:
The Corporate Governance which form an integral part of this Report are set out asseparate Annexure E together with the Certificate from the auditors of the Companyregarding compliance with the requirements of Corporate Governance as stipulated inListing Regulations.
j. PREVENTION OF SEXUAL HARASSMENT ATWORK PLACE:
As per the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act') and Rules made thereunder yourCompany has adopted a policy for prevention of sexual harassment at work place and hasconstituted an Internal Complaints Committee. During the year the Company has notreceived any complaints on sexual harassment under the said
Act. k. REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under the secondprovision of
Section 143(12) of the Act.
l. HUMAN RESOURCES (HR):
The Company's HR policies and procedures are designed to recruit and retain the besttalent to support the operations of your Company and to align the interests of allemployees with the long term organizational goals.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equityshares with differential rights as to dividend voting or otherwise. c. Issue of sweatequity shares to employees of the Company under any scheme. d. Neither the ManagingDirector nor the Whole-time Directors of the Company receive any remuneration orcommission from any of its subsidiaries. or material orders . Nosignificant werepassed by the Regulators or Courts or Tribunals which impact the going concern status andCompany's operations in future. f. No revision of Financial Statements has been doneduring the year under review.
7. LISTING OF SHARES
Your Company's shares are listed on the Bombay Stock Exchange Limited. Listing fees ofBSE Limited has been paid within the stipulated time period.
8. ACKNOWLEDGEMENTS AND APPRECIATION:
The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees. YourDirector take this opportunity to express their grateful appreciation for theencouragement co-operation and support received by the Company from the localauthorities bankers customers suppliers and business associates. The Directors arethankful to the esteemed shareholders for their continued support and the confidencereposed in the Company and its management.
| ||For and on behalf of the Board of Directors || |
|Place: MUMBAI ||Sd/- ||Sd/- |
|Dated: 06.08.2021 ||SUMISH S. MODY ||MITEN SUDHIR MODY |
| ||MANAGING DIRECTOR ||WHOLETIME DIRECTOR |
| ||DIN: 00318652 ||DIN: 02422219 |