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Directors Report of Vidhi Specialty Food Ingredients Ltd.

Mar 31, 2016

To,

The Members,

Vidhi Dyestuffs Manufacturing Limited

The Directors hereby present the Twenty-Third Annual Report together with the Audited Financial Statement of Vidhi Dyestuffs Manufacturing Limited [''the Company''/ ''Vidhi''] for the financial year ended March 31, 2016.

1. Financial summary or highlights:

The financial highlights of the Company are as follows:

(Rs, In Lakhs)

Particulars

Current Year

Previous Year

2015-16

2014-15

Total Income

18,599.92

18,957.41

Total Expenditure (excluding Depreciation)

16,129.32

16,818.22

Profit for the year before providing Depreciation

2,470.60

2,139.19

Less: Depreciation

216.06

162.98

Less: Exceptional Items

Nil

48.90

Profit before Tax

2,254.53

1,927.31

Less: Provision for Taxation

Current Year

690.00

680.00

Earlier Year

12.33

2.05

Deferred Tax

78.98

781.31

2.98

685.03

Profit After Tax

1,473.22

1,242.29

Add: Profit brought forward from Previous Year

3,644.66

2,880.22

Total Profit in Balance Sheet

5,117.88

4,122.51

APPROPRIATION:

Interim Dividend

299.67

124.86

Proposed Final Dividend

99.89

124.86

Transfer to General Reserve

209.43

175.73

Dividend Distribution Tax

84.14

51.64

Provision for Wealth Tax

Nil

0.76

Balance Profit carried to Balance Sheet

4,424.74

3,644.66

2. Financial Performance, Operations and state of the Companies affairs:

Your Company retained its position as one of the eminent food color manufacturing Company in the manufacturing of food colors and preservative Industry. Total income of the Company decreased by 1.88% from Rs,18,957.41 Lakhs during the previous year to Rs, 18,599.92 Lakhs during the year under review. However, the profit after tax was increased by 18.59% i.e. Rs,1,473.22 Lakhs.

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

The Company has manufactured 2776.43 M. Tons of Food colors against 2275.20 M. Tons in the previous year. Your Directors assure to keep the growth momentum in coming years and strive for bright future for your Company.

The Board of Directors are pleased to inform the members that the equity shares of the Company have been admitted for trading on the National Stock Exchange of India Limited (NSE) with effect from March 2, 2016.

During the year under review, the Company proposed to change its name from ''Vidhi Dyestuffs Manufacturing Limited’ to ‘Vidhi Specialty Food Ingredients Limited’ in order to showcase its business activities more effectively and efficiently. Being a Listed Company, it required in-principal approval from the Stock Exchanges where the shares of the Company are listed in pursuance of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 [''Listing Regulations'']. Accordingly, the same was received by the Company. In view of the same, the Company has also obtained the approval of the Members by way of passing Special Resolution on June 9, 2016 through Postal Ballot and made an application to the Central Government (powers conferred to Registrar of Companies, Mumbai). The approval of the Central

Government (powers conferred to Registrar of Companies, Mumbai) is awaited. After receipt of Central Government approval, application to the Stock Exchanges where the shares of the Company are listed will be made for final approval in terms of Listing Regulations.

3. Change in the nature of business, if any:

The Company is engaged in the business of manufacturing and trading in synthetic food colors and chemicals. There was no change in nature of business activity during the year.

4. Dividend:

Your Directors are pleased to recommend a final dividend for the financial year 2015-16 of ''0.20 /- (Twenty paisa only) per equity share of ''1/- each fully paid up (i.e. 20%) for the financial year ended March 31, 2016, aggregating to '' 99.89 Lakhs (excluding Dividend Distribution Tax to be paid by the Company). The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) and be paid to the shareholders whose names appear in the Register of Members/Beneficial Holders as on Record Date/Book Closure fixed for the said purpose.

The Company has also declared its first interim dividend of '' 0.20/- (Twenty paisa only) per equity share of '' 1/- each fully paid up (i.e. 20%) for the financial year 2016-17.

The Company''s strong cash generation and positive growth momentum led the Board of your Company to distribute profit to its Members and accordingly the Board of Directors had declared interim dividend during the financial year 2015-16 as per details given below:

Type of Dividend

Date of Board Meeting

Rate of Dividend

Per share Dividend

Total Outflow*

1st Interim Dividend

12.08.2015

20% per share

Rs, 0.20/- per share

Rs, 99.89 Lakhs

2nd Interim Dividend

14.11.2015

20% per share

Rs, 0.20/- per share

Rs, 99.89 Lakhs

3rd Interim Dividend

09.02.2016

20% per share

Rs, 0.20/- per share

Rs, 99.89 Lakhs

* excluding Dividend Distribution Tax to be paid by the Company

5. Reserves:

The Board, during the year under review has transferred Rs, 209.43 Lakhs in General Reserves.

6. Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, (including any statutory modification(s) or re-enactment thereof for the time being in force) [''the Act''] and Articles of Association of the Company, Mrs. Pravina B. Manek (DIN: 00416533) retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

The Members of the Company have accorded their approval for the re- appointment of Mr. Mihir B. Manek (DIN: 00650613) as Joint Managing Director of the Company for a further period of five years commencing from July 15, 2015 till July

14, 2020 at the Twenty Second AGM of the Company held on Wednesday, September 16, 2015. Also, Mr. Anil Kumar Dhar (DIN: 01524239) was appointed as an Independent Director for a period of five consecutive years commencing from September 16, 2015 and the appointment of Mr. Rahul Berde (DIN: 06981981) as an Independent Director was regularized at the AGM held on Wednesday, September 16, 2015.

During the year under review, on the basis of the approval and recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company in their meeting held on November 14, 2015 has, subject to the approval of the Members unanimously approved the increase in remuneration payable to Mr. Bipin M. Manek (DIN: 00416441), Managing Director and Mr. Mihir B. Manek (DIN: 00650613), Joint Managing Director of the Company pursuant to the provisions of Section 196, 197, 198, Schedule V of the Companies Act, 2013 and Articles of Association of the Company w.e.f. December 1, 2015 as per the Supplementary Agreement entered into by the Company with the above mentioned Directors for their remaining tenure. Extract of the terms & conditions of increase in their remuneration and all other relevant details have been furnished in the Notice convening this AGM.

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''Listing Regulations''] and that they are not disqualified to become Directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made there under, read with the Listing Regulations and that they are independent of the management.

Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website at http://www.vidhifoodcolour.com/financials.php?m=52

Brief resume of the Director proposed to be re-appointed and the Directors whose remuneration is proposed to be increased, relevant information as stipulated under the Listing Regulations and Secretarial Standards - 2 have been furnished in annexure to the Notice convening the ensuing AGM.

During the year, Mr. Anuj Gandhi was appointed as Company Secretary, KMP and Compliance Officer of the Company w.e.f. June 1, 2015. Subsequently, he tendered his resignation from the said position w.e.f. February 1, 2016. Thereafter, on the basis of recommendation of the Nomination & Remuneration Committee, the Board of Directors in their Meeting held on February 9, 2016 appointed Ms. Kalika Dabholkar (ACS: 38704) as the Company Secretary, KMP and Compliance Officer of the Company with immediate effect.

The Board of Directors, in their meeting held on February 9, 2016 on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Mitesh D. Manek (PAN: ALDPM9178K) as the Chief Financial Officer of the Company w.e.f. February 9, 2016.

Mr. Bipin M. Manek (DIN: 00416441), Mrs. Pravina B. Manek (DIN: 00416533) and Mr. Mihir B. Manek (DIN: 00650613), Directors of the Company are related with each other (inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

7. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

There were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statements relate and the date of this Report.

8. Board Evaluation:

Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

- Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees'' effectiveness

- Peer evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Report on Corporate Governance. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

9. Familiarization Program for Independent Directors:

The Familiarization Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. All new Independent Directors inducted into the Board attended an orientation program. The details of training and familiarization program are available on our website at http:// www.vidhifoodcolour.com/financial/code_policies/familiarisation_programe_for_independent_director.pdf)

10. Policy on directors'' appointment and remuneration:

The Company''s Policy on the Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided under Section 178 of the Act is annexed to this Report as the Nomination & Remuneration Policy and appended as Annexure A to this report.

11. Number of meetings of the Board of Directors:

The Board of Directors met Eight (8) times during the Financial Year under review. The intervening gap between any two meetings was not more than 120 days as prescribed under the Companies Act, 2013. Details of date of Board meetings are provided separately in Report on Corporate Governance.

12. Details of Committees of the Board:

At present, the Board has following four (4) Committees:

- Audit Committee,

- Nomination and Remuneration Committee,

- Stakeholders'' Relationship Committee, and

- Corporate Social Responsibility Committee.

The Composition of various Committees and compliances, are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and Listing Regulations. Details of terms of reference of the Committees, Committees'' Membership and attendance at meetings of the Committees, except CSR Committee, are provided in the Report on Corporate Governance.

13. CSR Committee:

The constitution, composition, quorum requirements, terms of reference, role, powers, rights, obligations of ''Corporate Social Responsibility Committee [''CSR Committee''] are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Committee comprises of the following Directors as on March 31, 2016:

Name

Designation

Non-Executive/Independent

Mr. Prafulchandra A. Shah (DIN: 00417022)

Chairperson

Non-Executive, Independent

Mr. Chetan P. Bavishi (DIN: 01978410)

Member

Non-Executive, Independent

Mr. Nirenbhai D. Desai (DIN 01978382)

Member

Non-Executive, Independent

Mr. Rahul Berde (DIN: 06981981)

Member

Non-Executive, Independent

During the financial year under review, the Committee met twice, i.e. on May 30 ,2015 and February 9, 2016.

Brief description of terms of reference of the Committee inter alia includes to:

- formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013

- approve CSR activities

- recommend to the Board the amount of expenditure to be incurred on the CSR activities

- monitor the CSR Policy of the Company from time to time

- institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company

- carry out any other functions as authorized by the Board of Directors from time to time or as enforced by statutory/ regulatory authorities

CSR Policy development and implementation:

The CSR Policy is available on the Company''s website at http://www.vidhifoodcolour.com/financial/code_policies/csr_ policy.pdf

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure B to this Report.

14. Vigil Mechanism:

The Company has a Vigil Mechanism cum Whistle Blower Policy (''Vigil Mechanism'') in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of code of conduct. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith.

Compiled by: Dion Global Solutions Limited VIDHI DYESTUFFS MANUFACTURING LIMITED

The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Vigil Mechanism is available on the Company''s website at: http://www.vidhifoodcolour.com/financial/code_policies/vigil_mechanism.pdf 15. Audit Report:

a) Statutory Audit Report

The Audit Report does not contain any qualification, reservation or adverse remark therefore; there are no further explanations to be provided for in this Report.

b) Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2015-16 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. Hemanshu Kapadia & Associates for the financial year 2015-16 in Form MR-3 forms part of this report and annexed hereto as Annexure-C The observations of the Auditors and the reply of the Management for the same are as under:

Sr.

No.

Secretarial Auditors'' Observation

Reply of the Management

1

The Company has not provided the proof of delivery of Annual Report related to year 2014-15.

The Company has dispatched the annual report through the e-mail to the shareholders whose e-mail id''s were registered with NSDL/CDSL and as made available by R&TA and through courier for the shareholders whose e-mail id''s were not available. The acknowledgement of receipt of courier was not available with the Company. However, the annual report was duly received by the shareholders.

2

There was one case in which duplicate share certificate was issued in 63 days.

There was an administrative delay in processing the issue of duplicate share certificate in one case. The Board took note of the same and the necessary steps have been initiated to avoid such delay in future.

3

The Company did not file e-Form CHG-1 for modification of charge for HDFC Bank having charge ID 10204274.

The Company is awaiting the letter of confirmation from HDFC Bank for part satisfaction of the credit facility availed from them. On receipt of the same the said form will be filed.

4

The Company has not filed resolution passed for appointment of internal auditors in e-form MGT-14 within the stipulated time.

Inadvertently, the Company has missed the filing of the said resolution in e-form MGT-14 and the same being filed.

5

The Company has transferred the amount of unclaimed/unpaid dividend for dividend declared in the financial year 2015-16 in the respective unpaid and unclaimed dividend accounts with delay of few days.

The Company has duly transferred the requisite dividend amount in the separate accounts within time however, due to administrative reason the account name could not be changed within stipulated time.

6

In case of two shareholders the dividend was paid @25% instead of 20% for 2nd Interim Dividend declared by the Board in their meeting held on November 14, 2015. However, the excess amount was subsequently returned to the Company.

Due to technical error the dividend was paid in excess. However, the excess amount transferred was received back once the error was detected.

7

There was a minor delay of 2-5 days in case of payment of 1st & 2nd Interim dividend by 2-5 days.

The Company has transferred the required account in separate amount within 5 days. However due to administrative reason the dividend warrant/ NEFT were made to the shareholders with minor delay of 2-5 days. The Management has taken necessary steps to avoid such situation in future.

8

The Company did not file Cost Audit Report for the Financial Year 2014-15.

As per the Companies (Cost Records and Audit) Rules, 2014, as amended by the Companies (Cost Records and Audit) Amendment Rules, 2014 on December 31, 2014, the Company was not required to appoint Cost Auditor. Hence, the Company has not obtained the Cost Audit Report for the year 2014-15 from the Cost Auditors.

16. Auditors:

a) Statutory Auditors:

At the Annual General Meeting held on September 27, 2014, M/s. Bhuta Shah & Co. Chartered Accountants (Firm Registration No. 101474W) (Now known as M/s. Bhuta Shah & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No.101474W/W100100), was appointed as Statutory Auditors of the Company for three consecutive financial years i.e. till the financial year 2016-17 who shall hold office till the conclusion of Annual General Meeting to be held for the financial year 2016-17.

In terms of the first proviso to Section 139(1) of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the ratification of appointment of M/s. Bhuta Shah & Co. LLP as Statutory Auditors of the Company for the financial year 2016-17 is recommended to the Members in the ensuing Annual General Meeting for their approval.

M/s. Bhuta Shah & Co., LLP have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014 and confirmed their eligibility in terms of Section 141 and all other applicable provisions of the Act, read with the applicable rules thereto.

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretary (FCS: 3477 and CP: 2285), to undertake the Secretarial Audit of the Company for the financial year 2015-16 and issue Secretarial Audit Report. The Secretarial Audit Report for the financial year ended March 31, 2016 is appended as Annexure C to this Report.

Further, M/s. Hemanshu Kapadia & Associates was also appointed to undertake the Secretarial Audit of the Company for the financial year 2016-17 and issue Secretarial Audit Report as required under the Companies Act, 2013.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of recommendation of Audit Committee, the Board of Directors in their meeting held on November 14, 2015 appointed M/s. A. R. Ruwala & Co., Chartered Accountants, (FRN: 108913W) as the Internal Auditors of the Company for the period ended March 31, 2016.

17. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo:

The information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure D to this report.

18. Managerial Remuneration and Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) and

(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure E to this Report.

The Company doesn''t have any employee falling within the purview of Section 197 of the Companies Act, 2013, read with Rule 5(2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time hence, no such details are provided.

19. Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT - 9 is attached as Annexure F to this Report.

20. 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 or otherwise;

- any equity shares (including sweat equity shares) to employees of the Company under any scheme;

- any Sweat Equity Shares.

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE), Ahmedabad Stock Exchange Limited (ASE) and National Stock Exchange of India Limited (NSE) (w.e.f. March 2, 2016). Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the Uniform Listing

Agreement with BSE, ASE and NSE.

21. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report.

22. Corporate Governance:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated under the Listing Regulations. A separate Report on Corporate Governance is enclosed as a part of this Report along with the Certificate on Corporate Governance received pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges for the period from April 1, 2015 to November 30, 2015 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from December 1, 2015 up to March 31, 2016 from the Practicing Chartered Accountant and the Statutory Auditors, M/s. Bhuta Shah & Co. LLP.

23. Directors'' Responsibility Statement:

As stipulated under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2016, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2016 and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2016; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2016.

24. Particulars of Contracts and arrangements with related parties :

During the financial year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Company''s Policy on materiality of related party transactions. All contracts/arrangements/transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm''s length basis. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is not applicable.

The Company''s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company''s website at: http://www.vidhifoodcolour.com/financial/code_policies/policy_on_related_party_transactions.pdf

25. Particulars of loans given, investment made, guarantees given and securities provided:

The Company has not given any loan, except loan to employees, or given guarantee or provided securities as covered under Section 186 of the Companies Act, 2013. Further, the Company has not made any fresh investment falling within the meaning of Section 186 of the Act however, there were certain investments which were made in earlier years.

Please refer to the Note no. 11 to the financial statements for details of investments made by the Company.

26. Risk Management:

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company''s operating environment and they emerge on a regular basis. The Company''s Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed.

The Audit Committee oversees Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to

VIDHI DYESTUFFS MANUFACTURING LIMITED

Compiled by: Dion Global Solutions Limited

performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

27. Internal Financial Controls with reference to the Financial Statement:

The Company has in place adequate internal financial controls with reference to financial statements.

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls. It has prepared Standard Operating Practices (SOP) for each of its processes.

During the year under review, controls were tested and no reportable material weakness in design and operation were observed.

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

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

No complaints pertaining to sexual harassment were received during the Financial Year 2015-16.

29. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following 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) The Company does not have any Subsidiaries and/or Joint Venture and/or Associate Company.

c) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/Associate Company.

d) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

30. Acknowledgements:

Your Directors express their deep gratitude for the co-operation and support extended to the Company by its Members, customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

For and on behalf of Board of Directors of

Vidhi Dyestuffs Manufacturing Limited,

Sd/-

Bipin M. Manek

Chairman & Managing Director

(DIN: 00416441)

Address: Flat No.12, Somerset House,

Off. Bhulabhai Desai Road,

Mumbai - 400026

Date: August 12, 2016

Place: Mumbai


Mar 31, 2015

The Members,

VIDHI DYESTUFFS MANUFACTURING LIMITED

The Directors have pleasure in presenting the Twenty-Second Annual Report of the Company and the Audited Financial Statement for foe financial year ended March 31,2015.

Financial summary or hlahliahts/Performance of the Company:

The financial highlights of the Company are given below:

Current Year Previous year 2014-15 2013-14 Rs. in Lacs Rs. in Lacs

Total Income 18,957.41 14,314.53

Total Expenditure {excluding Depredation) 16818.22 13,204.60

Profit for foe year before providing for

Depreciation 2,139.19 1,109.93

Less: Depreciation 162.98 197.48

Less: Exceptional Items 48.9 -

Profit before Tax 1,927.31 912.45

Less: Provision for Taxation

CurrentYear 680.00 299.85

Earlier year 2.05 8.83

Deferred Tax 2.98 6.33

685.03 315.01

Profit After Tax 1,242.29 597.45

Profit brought forward from Previous Year 2,880.22 2,562.73

4,122.51 3160.17

APPROPRIATION:

Interim Dividend 124.86 199.78

Proposed Dividend 124.86 -

Transferto General Reserve 175.73 45.89

Dividend Distribution Tax 51.64 34.28

Provision for Wealth tax 0.78 -

Balance Profit Carried to Balance Sheet 3,644.68 2,880.22

2. Brief description of the Company's working during the year/State of Company's affair;

The Company is manufacturing synthetic food colors and preservative. There was no change in nature of business activity during the year.

During the year under review your Company has actheved a turnover of Rs. 18,300.21 Lacs as compared to turnover of Rs. 14078.32 Lacs of previous year registering a growth of 29.99%. The net profit after tax was also increased by 107.93 % to Rs. 1242.28 Lacs as compared to profit aftertax during previous year of Rs.597.45 Lacs.

Due to fire there was major break down of one of foe critical equipment at the Company's factory premises situated at 68, MIDC, Dhatav, Roha, Dist. Raigad, Maharashtra - 402 116, on September 07, 2014, which affected approx 25%~30% of production of food colors, however Company had made arrangement to procure the said material from other suppliers to meet the order book. The said equipment had been successfully repaired / replaced and is in full use.

The Company has manufactured 2275.20 M. Tons of Food colours against 1905.45 M. Tons in the previous year. Your Company has increased Its export market share as well as local trading Sales on account of persistent marketing efforts.

Your Directors assure to keep the growth momentum in comingyearsand strive for bright future for your Company,

3. Dividend

The Company's strong cash generation and positive growth momentum led the Board of your Company to distribute profit to its Members and accordingly the Board of Directors in their meeting held on November 14, 2014 had declared interim dividend to the shareholders @ 25% (Rs 0.25/- per equity shares) amounting to Rs. 124.66 Lacs (Excluding Dividend Distribution Tax to be paid by the Company),

Further, your Directors are please to recommend Final Dividend of @ 25% (Rs 0.25/- per equity shares) for the Financial Year ended March 31, 2015, amounting to Rs. 124.86 Lacs (Excluding Dividend Distribution Tax to be paid by the Company), payable to those shareholders whose names appearin the Registerof Members/Beneficial Holders as on the Record Date. The Dividend payout on final dividend is subject to the approval of the Members at the ensuing Annual General Meeting.

4. Reserves

The Board during the year has transferred Rs. 175.73 Lacs In General Reserve.

5. Directors & Key Managerial Persons:

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. MihirM. Manek (DIN: 00656613), Joint Managing Director of the Company, retire at the ensuing Annual General Meeting and being eligible, offer himself, for re-appointment pursuant to provision of Section 152 of the Act.

The Board of Directors, on recommendation of Nomination and Remuneration Committee, in their meeting held on September 30, 2014 has appointed Mr, Rahul Berde (DIN: 06961961) as Additional Independent Director in the Company, not liable to retire by rotation, whose appointment shall be subject to approval of memhers in the ensuing Annual General Meeting. The Company has received notice in writing from a Member along with the requisite deposits under section 160 of toe Act proposing the candidature of Mr.Rahul Berde (DIN: 08981981) as Independent Director and toe Board of Directors recommends his appointment. The Company has also received the relevant declarations from Mr. Rahul Berde (DIN: 08981981), pursuanitoSection 149(7) of toe Act, that he meet toe criteria of independence as provided under section 149(6) of Companies Act, 2013 and that he is not disqualified to become Director under the Act; and in toe opinion of the Board of Directors, he fulfil the conditions specified in toe Act, rules made there under, read with toe Clause 49 of the listing agreement as amended, for his appointment as Independent Director of toe Company and that he is independent of toe management.

The Board of Directors, on recommendation of Nomination and Remuneration Committee, in their meeting held on July 6,2015 has, subject to the approval of toe Memhers, re-appointed Mr. MihirM. Manek (DIN: 09650613)as Joint Managing Director of toe Company for a further period of three years w.e.f, July 15,2015 till July 14,2020.

Also during the year, toe members in toe 21" Annual General Meeting held on September 27,2014 has approved toe appointment of Mr. Prafulchandra Shah (DIN 00417022), Mr. Chetan P. Bavishi (DIN 01978410) and Mr. Niren D. Desai (DIN 01978382) as an Independent Nan-Executive Director in toe Company, not liable to retire by rotation, for the term of 5 years i.e. till September 26,2019.

The Board recommended their appointment/ re-appointment to the Members.

The Company has received declarations u/s 149(7) of toe Act from all toe Independent Directors of the Company Confirming that they meet the criteria of Independence as prescribed both under toe Act and Clause 49 of Listing Agreement with Stock Exchanges, The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of Companies Act, 2013.

The Board of Directors in their Meeting held on May 30,2015, on recommendation of Nomination and Remuneration Committee, has appointed Mr, Anuj Gandhi (Membership No. A39240) as Whole Time Company Secretary and Compliance officer of the Company w.e.f.June1,2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The said Policy is put up on the website of the Company at the link: http://www. vidhifoodcoiour,com/financials,php-m=52

On the basis of policy for performance evaluation, the Board carried outan annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. 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 Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto and marked as Annexure-7.

The Company balieves that the Board be continuously empowered with the knowledge of the latest developments in the Company's business and the external forces affecting the industry in which Company operates. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.vidhifoodcolour.com/finandals.phD7rTpS2

The following polidesofthe Company are attached herewith marked asAnnexure-1:

a) Policy for selection of Directors & senior Management and determining Directors indepandence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and otheremployees.

Further, brief resume of the Directors proposed to be appointed/ re-appointed, relevant information, nature of their expertise in specific fijnciionai areas, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board and their sharaholding in the Company, as stipulated under clause 49 of tha Listing Agreemant antared into with tha Stock Exchanges, have been furnished separately in the Notice convening the 22" Annual General Meeting read with the Annexure thereto forming part of this Report,

Detoils of the number of meetings of the Board of Directors have been furnished in the Report on Corporate Governance.

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the dats of the report

There was no material change during the reporting period.

7. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknessesare identified as a result ofthe reviews, new procedures are putin place to strengthen controls.

The Company has implementad various policy such as coda of conduct, whisHe-blowar policy, insidar trading policy, Risk Management Policy, ate. and has also prepared Standard Operating Practices (SOP)foreach of its processes.

During the year, controls were tested and no reportable material weakness in design and operation were observed.

8. Auditors and Audit Reports:

A) Statutory Auditors:

At the Annual General Meeting held on September 27,2014, M/s. Bhuta Shah & Co., Chartered Accountants (Firm Registration No, 101474W), was appointed as Statutory Auditors ofthe Company for three consecutive financial yeari.e, till the financial year 2016-17 who shall hold office till the conclusion of Annual General Meeting to he held for the financial year 2016-17. In terms of the first proviso to Section 139 ofthe Companies Act, 2013, the appointment ofthe auditors shall be placed for ratification atevery Annual General Meeting. Accordingly, the ratification of appointment of M/s. Bhuta Shah & Co., as Statutory Auditors ofthe Company for the financial year 2015-16, is recommended to the Members in ensuing Annual General Meeting for their approval, in this regard, the Company has received a certificate from the auditors to the effect that if there appointment is ratified in ensuing Annual General Meeting, it would be in accordance with the provisions of Section 141 ofthe Companies Act, 2013.

The Members are requested to rafitythe appointment ofthe Statutory Auditors as aforesaid aid fix their remunerafion.

There are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in its report and therefore, there are no further explanations to be provided for in this Report.

B) Cost Auditors:

As per the provisions of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended by MCA notification dated December 31, 2014, the Company is required to maintain Cost records however, Cost Audit is not mandatory for the financial year 2015-16.

The Cost Audit Report for the financial year 2013-14 has been filed on October 4,2014, The Cost Audit Report for the financial year 2014-15 will be filed on/ before the due date (i.e. within 180 days from the close of the financial year).

C) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company 1br the financial year 2014-15 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. Hemanshu Kapadia & Associates for the financial year 2014-15 in Form MR-3 forms part ofthisreportand marked asAnnexure-2.

The observations of the Auditors and the Management reply for the same are as u nder:

9. Extract of the Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT - 9 is annexed to the Directors' Report and marked as Anrtexure-3.

10, Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information as per Section 134(3)(m)of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respectto conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure--4 forming part of this report.

11, Details of Committees of the Board

Currently the Board has 4 Committees: the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee. The Composition of various committees and compliances, are as per the applicable provisions of the Companies Act, 2013 along with the Rules and Listing agreement, Brief details of various Committees is provided separately in the Corporate Governance report,

12. AuditCommittee Composition:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the CompaniesAct, 2013 and Listing Agreement which comprising five Directors. Mr. Mltesh Manek, Compliance officer of the Company, acted as Secretary of the Committee during the financial year 2014-15. However after appointment of Mr. Anuj Gandhi as Company Secretary & Compliance Officer of the Company, he was appointed as secretary of the Committee in place of Mr. Mitesh Manek w.e.f. June 1,2015. The composition of the Audit Committee isasfollows:

All the members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The scope arid terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee,

13. Nomination and Remuneration Committee:

The Board has Nomination and Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination and Remuneration Committee is as follows:

Your Company has devised the Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMP) of the Company who have ability to lead the Company towards actheving sustainable development. The Company has also framed Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees.

14. Corporate Social Responsibility Committee:

In line with the new provisions of Section 135 of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company has constituted a CSR Committee to recommend and monitor expenditure on CSR. The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company's policy Is putup on the website of the Company atthe link: http://www.vidhlfoodcolour.com/flnanclals.ohp-m=52

The amount equal to 2% of the average net profit for the past three Financial Years is Rs. 26.99 lakhs, the minimum amount which the Company was required to spend on CSR activities. Since it has not finalised the project for CSR expenditure, it has not spent any amount towards CSRactlvities.

The Annual Report on CSRactlvities is annexed herewith marked as Annexure-5.

15. Disclosure underthe Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has In place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.The Policy is gender neutral.

No complaints pertaining to sexual harassment were received during the Financial Year 2014-15.

16. Details of establishment of vigil mechanism fordirectors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, to provide Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Mr. Niren D, Desai (DIN: 01978382), Chairperson of the Audit Committee, Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line ora letterto the Chairman ofthe Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.vidhifbodeolour.com/financials.php7inrm52

17. Number of meetings of the Board of Directors:

The Board of Directors met Five (5) times during the Financial Year. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013, Details of date of Board meetings are provided separately in Corporate Governance report.

18. Particulars of loans, guarantees or investments undersection 186;

Particulars of loans given, investments made, guarantees given and securities provided as covered under Section 186 of the Companies Act, 2013, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial Statement (Please refer Note No. 11,12 and 16) forming part of the Annual Report.

19. Particulars of contracts or arrangements with related parties;

The Company, during the year, has not entered into any transaction, as specified under section 188(1) of the Companies Act, 2014, with related parties. Accordingly, the disclosureof Related Party Transactions to be provided undersecfion134(3)(h)ofthe Companies Act, 2013, in Form AOC ~~ 2 is not applicable. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at the Web link: http://www,vldhlfoodcolour,eom/financials,phD-m=52

Your Directors draw your attention to Note No 27 to the financial statements which set out related party disclosures.

20. Directors* Responsibility Statement:

As stipulated under section 134{3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a) In preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistenUy and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit and loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficientcareforUie maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct, 2013 for safeguarding the assetsofthe Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively during the financial year ended March 31,2015; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effecOveiy effecHvely during the financial year ended March 31,2015.

21. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Directors' Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as an Annexure-6 to this Report,

The Company doesn't have any employee falling within the preview of Section 197 of the CompaniesAct, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no such details to be provided.

22. Corporate Governance:

The Company has successfully implemented and complied with all the requirements and disclosures of the Code of Corporate Governance as required under dause 49 of the Listing Agreement (as amended) entered into with the Stock Exchanges. A report on Corporate Governance as stated above, along with a Certificate from the Statutory Auditors confirming compliance of the conditions of Corporate Governance, annexed to the Directors' Report and marked asAnnaxure-7.

23. Risk Management:

The Company's robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks. The Company recognises that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to actheve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Audit Committee oversees Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

24, OtherDisclosures/Reportirtgi

Your Directors state that no disclosure or reporting is required in respect of the following 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 ofequity shares with differential rightsas to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) The Company does not have any Subsidiaries and/or Joint Venture and/or Associate Company

e) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/Associate Company

f) Voting rights which are not directly exercised by the employees in respect of shares for the subscrlption/purchase of which loan web given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c)ofthe CompaniesAct, 2013).

g) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concarn status and Company's operations In future.

25, Acknowledgements

Your Directors express their deep gratitude for the co-operation and support extended to the Company by its Members, customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to theircontinued co-operation.

For and on behalf of the Board of Vidhi Dyestuffs Manufacturing Limited,

Date: August 12,2015 Bipin M.Manek

Place: Mumbai Chairman & Managing Director

(DIN: 00416441)

Address Flat No.12, Somerset House, Off. Bhulabhai Desai Road, Warden Road, Mumbai-400026


Mar 31, 2014

Dear members,

The Directors are pleased to present 21" Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2014.

Financial Results: Current Year Previous year 2013-14 2012-13 Rupees Lakhs Rupees Lakhs Total Income 14,314.53 12,032.05

Total Expenditure (excluding Depreciation) 13,204.60 11,223.12

Profit for the year before providing for Depreciation 1,109.93 808.93

Less : Depreciation 197.48 172.73

Profit before Tax 912.45 636.21

Less : Provision for Taxation Current Year 299.85 168.94 Earlier year 8.83 0.07 Deferred Tax 6.33 52.42

315.01 221.43 Prof it After Tax 597.44 414.78

Add : Profit brought forward from Previous year 2,562.73 2,280.16

APPROPRIATION : 3,160.17 2,694.94

Interim Dividend 199.78 99.89 Transfer to General Reserve 34.28 32.32 Dividend Distribution Tax 45.89 -

Balance Profit Carried to Balance Sheet 2,880.22 2,562.73

Operations:

During the year under review your Company has achieved a turnover of Rs. 14078.32 Lacs as compared to Rs. 11776.80 Lacs of previous year registering a growth of 19.54%. The net profit after tax was also increased by 44.04% to Rs. 597.45 Lacs as compared to profit after tax during previous year of Rs.414.77 Lacs.

The Company has manufactured 1905.45 M. Tons of Food colours against 1630.39 M. Tons in the previous year. Your Company has increased its export market share as well as local trading Sales on account of persistent marketing efforts.

Your Directors assure to keep the growth momentum in coming years and strive for bright future for your Company.

Dividend:

The Board of Directors decides on interim dividend based on the performance of the Company during the course of the year. The Company''s strong cash generation and positive growth momentum led the Board of your Company to distribute profit of the Company and accordingly declared interim dividend to the shareholders @ 20% (Rs 0.20/- per equity shares) amounting to Rs. 99.89 Lacs and second interim dividend @ 20% (Rs 0.20/- per equity shares) amounting to Rs. 99.89 Lacs aggregating to Rs.199.78 Lacs during the year 2013-14 excluding Dividend Distribution Tax of Rs.34.27 Lacs.

Having declared interim dividend, your Board has not recommended final dividend for the financial year 2013-14.

Transferto Reserve:

Pursuant to Rule 2 of the Companies (Transfer of Profits to Reserves) Rules, 1975 and the Companies Act, 1956, your Company has transferred Rs.45.89 Lacs to the General Reserve Account out of the amount available for appropriation.

Directors:

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company Mr. Vijay K. Atre (DIN: 00416853), retire at the ensuing Annual General Meeting and being eligible, offer himself, for re-appointment.

In accordance with the erstwhile provisions of the Companies Act, 1956, Mr. PrafulchandraA. Shah (DIN: 00417022), Mr. Chetan P. Bavishi (DIN: 01978410) and Mr. Niren D. Desai (DIN: 01978382), were appointed as the Directors of the Company. They have been on the Board of the Company as the Non-executive Independent Directors pursuant to Clause 49 of the listing agreement. With the enactment of the new Companies Act, 2013, it is now incumbent upon the Company to appoint ''Independent Directors'' as defined under section 149(6) of the Companies Act, 2013. Mr. PrafulchandraA. Shah (DIN: 00417022), Mr. Chetan P. Bavishi (DIN: 01978410) and Mr. Niren D. Desai (DIN: 01978382), being eligible and offering themselves for appointment, are proposed to be appointed as the Independent Directors (Non-executive Independent Directors) for a term of five consecutive years commencing from September 27,2014, not liable to retire by rotation. The Company has received three notices in writing from a Member along with the requisite deposits under section 160 of the Act proposing the candidature of these three Independent Directors and the Board of Directors recommends their appointment. The Company has also received the relevant declarations from Mr. PrafulchandraA. Shah (DIN: 00417022), Mr.Chetan P. Bavishi (DIN: 01978410) and Mr. Niren D. Desai (DIN: 01978382), pursuant to Section 149(7) of the Act, that they meet the criteria of independence as provided under section 149(6) of Companies Act, 2013 and that they are not disqualified to become Directors under the Act; and in the opinion of the Board of Directors, they fulfil the conditions specified in the Act, rules made there under, read with the Clause 49 of the listing agreement as amended, for their appointment as the Independent Directors of the Company and that they are independent of the management.

Brief resume of the Directors proposed to be appointed/ re-appointed, relevant information, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges, have been furnished separately in the Notice convening the 21" Annual General Meeting read with the Annexure thereto forming part of this Report.

Details of the number of meetings of the Board of Directors have been furnished in the Report on Corporate Governance.

The Board recommended their appointment/ re-appointment to the Members.

Corporate Governance:

The Company has successfully implemented and complied with all the requirements and disclosures of the Code of Corporate Governance as required under clause 49 of the Listing Agreement entered into with the Stock Exchanges. A report on Corporate Governance as stated above, along with a Certificate from the Statutory Auditors confirming compliance of the conditions of Corporate Governance, annexed to the Directors'' Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year 2013-14 under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

Auditors:

M/s. Bhuta Shah & Co, Chartered Accountants (ICAI Firm Registration No.101474W), Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for appointment as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the fourth consecutive Annual General Meeting (with the meeting wherein such appointment has been made being counted as the first meeting). The Company has received a letter from them to that effect that their appointment, if made, would be within the limit prescribed under section 139 of the Companies Act, 2013.

The Board recommended their appointment as Statutory Auditors of the Company to the Members.

Auditors'' Report:

Except comment mentioned in point no. vii of the "Annexure to the Independent Auditors'' Report" with reference to not having formal Internal Audit System, no other qualification is contained in the Auditor''s Report. The said comment is self explanatory and therefore no further explanation is required to be provided.

The notes to the accounts referred in the Auditor''s Report are self - explanatory and, therefore do not call for any further comments.

Cost Auditors:

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in compliance of Cost Audit Order No.52/26/CAB/2010 dated January 24, 2012 has appointed Rajesh Shah & Associates, Practicing Cost Accountants, for cost audit of the cost records of the Company for the financial year 2014-15. The aforesaid appointment of Rajesh Shah & Associates is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to Rajesh Shah & Associates shall be sum not exceeding Rs.1,00, 000/-(Rupees One Lac Only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the CostAuditors is required to be ratified subsequently by the Members. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 8 of the Notice convening the 21sl AGM for ratification of the remuneration payable to the Cost Auditors forthe financial year ending on March 31,2015. The Cost Audit Report forthe financial year 2012-13 has been filed on September 28,2013. The Cost Audit Report forthe financial year 2013-14 will be filed on/ before the due date (i.e. within 180 days from the close of the financial year).

Compliance Certificate:

The Board of Directors appointed Mr.Vipin Mehta, Company Secretary in Whole-time Practice, to inspect the books, registers and records of the Company and to report us whether the Company has complied with all the provisions of the Companies Act, 1956 and Companies Act, 2013 read with rules made there under, as may be applicable. The Compliance Certificate u/s 383Aof the Companies Act, 1956, received from Mr. Vipin Mehta is attached herewith.

Postal Ballot:

There were no Postal Ballot/Extra Ordinary General Meeting conducted/held during the financial year 2013-14.

Fixed Deposit:

During the year under review, the Company has not accepted any deposits falling within the preview of Section 58A of the Companies Act, 1956 and Rules made there under.

Buy Back of Shares:

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

Particulars of the Employees:

There were no employees to whom the disclosure requirements u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, apply.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information as per Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure-A forming part of this report.

Pollution Control:

The Company is environment conscience and the products manufactured by the Company require the consent from Maharashtra Pollution Control Board (MPCB) for manufacturing. The Company''s plant situated at Roha has provided full-fledge facilities to control pollution under The Water Act and The Air Act.

Your Company has taken necessary approval and consent from the MPCB. Further, your Company is also member of Common Effluent Treatment Plant (CETP), which is situated at Roha.

Insurance:

All the properties and insurable interest of the Company are adequately insured.

Directors'' Responsibility Statement:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the contribution made by employees of the Company at all levels whose hard work solidarity and support through their unstinted co-operation have enabled the Company to achieve sustained operational performance during the year.

Your Directors also wish to record their deep sense of gratitude and appreciation to the Banks, Financial Institution, Central and State Government Authorities for their guidance and continued support. Your Directors are also grateful to the customers, suppliers and business associates of the Company for their continued co-operation. Your Directors are also deeply grateful to the shareholders of the Company for their confidence shown in them.

By Order of the Board For Vidhi Dyestuffs Manufacturing Limited,

Bipin M. Manek Chairman & Managing Director (DIN: 00416441) Address: Flat No. 12, Somerset House, Date: August 14, 2014 Off. Bhulabhai Desai Road,Warden Road, Place: Mumbai Mumbai, 400026


Mar 31, 2013

To, The Members of VIDHI DYESTUFFS MANUFACTURING LIMITED

The Directors are pleased to present 20th Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2013.

Financial Results:

in Lacs

Current Year Previous year

2012-13 2011-12

Total Income 12,032.05 11,475.57

Total Expenditure (excluding Depreciation) 11,223.12 10,881.24 _________ _________

Profit for the year before providing for

Depreciation 808.93 594.33

Less: Depreciation 172.73 94.43

_________ _________

Profit before Tax 636.21 499.90

Less: Provision for Taxation

Current Year 168.94 103.70

Earlier year 0.07 -

Deferred Tax 52.42 58.83

______ _______

221.43 162.53

______ ______

Profit After Tax 414.78 337.37

Add : Profit brought forward from Previous year 2,280.16 1,942.81

________ ________

2,694.94 2,280.18

________ ________

APPROPRIATION :

Interim Dividend 99.89 -

Transfer to General Reserve 32.32 -

________ ________

Balance Profit Carried to Balance Sheet 2,562.73 2,280.18

________ ________

Operations:

During the year under review your Company has achieved a turnover of 11776.80 Lacs as compared to " 11251.17 Lacs of previous year registering a growth of 4.67%. The net profit after tax was increased by 22.95% to " 414.78 Lacs as compared to profit after tax during previous year of" 337.37 Lacs.

The Company has manufactured 1630.39 M. Tons of Food colours against 1457.50 M. Tons in the previous year. Your Company has increased its export market share as well as local trading Sales on account of persistent marketing efforts.

Your Directors assure to keep the growth momentum in coming years and strive for bright future for your Company.

Dividend:

The Board of Directors decides on interim dividend based on the performance of the Company during the course of the year. The Company''s strong cash generation and positive growth momentum led the Board of your Company to distribute profit of the Company and accordingly declared interim dividend to the shareholders @ 20% (Rs 0.20/- per equity shares) for the year 2012-13 aggregating to ` 99.89 Lacs excluding Dividend Distribution Tax of `16.20 Lacs.

Having declared interim dividend, your Board has not recommended final dividend for the financial year 2012-13.

Transfer to Reserve:

Pursuant to Rule 2 of the Companies (Transfer of Profits to Reserves) Rules, 1975 and the Companies Act, 1956, your Company has transferred ` 32.32 Lacs to the General Reserve Account out of the amount available for appropriation.

Directors:

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company Mrs. Pravina B. Manek and Mr. Chetan P. Bavishi, retire at the ensuing Annual General Meeting and being eligible, offer themselves, for re-appointment as Directors.

The Board recommend their re-appointment to the Members.

The re-appointment of Mr. Bipin M. Manek as Managing Director of the Company w.e.f. 1st November 2012 for a period of five years has been approved by the Members in the previous Annual General Meeting held on 28th September 2012.

Corporate Governance:

The Company has successfully implemented and complied with all the requirements and disclosures of the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A report on Corporate Governance as stated above, along with a Certificate from the Statutory Auditors confirming compliance of the conditions of Corporate Governance, annexed to the Directors'' Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

Auditors:

M/s. Bhuta Shah & Co, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for appointment as Statutory Auditors of the Company. The Company has received a letter from them to that effect that their appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956.

The Board recommended their appointment as Statutory Auditors of the Company to the Members.

Auditors'' Report:

Except comment mentioned in point no. vii of the "Annexure to the Independent Auditors'' Report" with reference to not having formal Internal Audit System, no other qualification is contained in the Auditor''s Report. The said comment is self explanatory and therefore no further explanation is required to be provided.

The notes to the accounts referred in the Auditor''s Report are self - explanatory and, therefore do not call for any further comments.

Cost Auditors:

The Ministry of Corporate Affairs on 3rd June 2011 has issued The Companies (Cost Accounting Records) Rules, 2011 which mandate the Company to maintain Cost Records and obtain Cost Compliance Certificate for the year 2011-12. Accordingly, the Company has appointed M/s. Rajesh B. Shah, Cost Accountant. The Company has received Cost Compliance Certificate for the financial year 2011- 12 issued by M/s. Rajesh Shah & Associates and same was filed with MCA Portal.

Further, in compliance of Cost Audit Order No.52/26/CAB/2010 dated 24th January 2012 and based on the recommendations of Audit Committee, the Board of Directors has appointed Mr. Rajesh B. Shah, Cost Accountant, for cost audit of the cost records of the Company for the financial year 2013-14.

Compliance Certificate:

The Board of Directors appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries in Whole-time Practice, to inspect the books, registers and records of the Company and to report us whether the Company has complied with all the provisions of the Companies Act, 1956. The Compliance Certificate u/s 383A of the Companies Act, 1956, received from M/s. Hemanshu Kapadia & Associates is attached herewith.

Postal Ballot:

There were no Postal Ballot/Extra Ordinary General Meeting conducted/held during the financial year 2012-13.

Fixed Deposit:

During the year under review, the Company has not accepted any deposits falling within the preview of Section 58A of the Companies Act, 1956 and Rules made there under.

Buy Back of Shares:

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

Particulars of the Employees:

There were no employees to whom the disclosure requirements u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, apply.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information as per Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure- A forming part of this report.

Pollution Control:

The Company is environment conscience and the products manufactured by the Company require the consent from Maharashtra Pollution Control Board (MPCB) for manufacturing. The Company''s plant situated at Roha has provided full-fledge facilities to control pollution under the Water Act and the Air Act.

Your Company has taken necessary approval and consent from the MPCB. Further, your Company is also member of Common Effluent Treatment Plant (CETP), which is situated at Roha.

Insurance:

All the properties and insurable interest of the Company are adequately insured.

Directors'' Responsibility Statement:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the contribution made by employees of the Company at all levels whose hard work solidarity and support through their unstinted co-operation have enabled the Company to achieve sustained operational performance during the year.

Your Directors also wish to record their deep sense of gratitude and appreciation to the Banks, Financial Institution, Central and State Government Authorities for their guidance and continued support. Your Directors are also grateful to the customers, suppliers and business associates of the Company for their continued co-operation. Your Directors are also deeply grateful to the shareholders of the Company for their confidence shown in them.



For Vidhi Dyestuffs Manufacturing Limited



Place: Mumbai Bipin M. Manek

Date : 14th August 2013 Chairman & Managing Director


Mar 31, 2012

The Members,

VIDHIDYESTUFFS MANUFACTURING LIMITED

The Directors are presenting 19th Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March 2012. FINANCIAL RESULTS:

Current Year Previous Year 2011-12 2010-11 Rupees Lakhs Rupees Lakhs

Profit for the year before providing for

Depreciation 594.32 695.60

Less: Depreciation 94.42 91.79

Profit after Depreciation 499.90 603.81

Less : Provision for Taxation

Current Year 103.70 235.49

Earlier year - -

Deferred Tax 58.83 _ 162.53 235.49

Profit After Tax 337.37 368.32 Add : Profit brought forward from

Previous year 1,942.82 1,574.50

APPROPRIATION : 2,280.19 1.942.82

Interim Dividend - -

Corporate Dividend Tax - -

Transfer to General Reserve - -

Balance Profit Carried to Balance Sheet 2,280.19 1,942.82

FINANCIAL:

During the year under review your Company has achieved a turnover of Rs. 11251.17 Lakhs as compared to Rs. 9862.10 Lakhs of previous year registering a growth of 14.08%. The net profit after tax as compared to previous year has declined from Rs. 368.31 Lakhs to Rs.337.37 Lakhs (after provision of deferred tax liability of Rs 58.83 Lacs (previous years Rs. Nil) on account of expansion.

The Company has manufactured 1457.50 M. Tons of Food colors against 1151.549 M. Tons in the previous year. Your company has increased its export as well as local market share on account of persistent marketing efforts.

OPERATIONS:

The first phase of new manufacturing facility of the Company situated at plot no 68 MIDC Dhatav- Roh.a came into production from 15th August, 2011 and the 2nd phase commenced production from june,2012.

Your Directors assure to strive for a bright future for your Company.

DIVIDEND:

In order to conserve resources for future growth and expansion, your Directors do not recommend any dividend for the year 2011-2012.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company Shri Prafulchandra A. Shah and Shri Niren D. Desai retire at the ensuing Annual General Meeting and being eligible, offers themselves, for re-appointment as Directors.

The term of the Shri Bipin M. Manek as the Managing Director of the Company will expire on 1st November 2012. On recommendation of the Remuneration Committee the Board of Directors, subject to the approval of the Members, has re-appointed him for further period of five (5) years w.e.f. 1st November 2012 i.e. till 31st October 2017.

The Board recommend their re-appointment to the Members.

CORPORATE GOVERNANCE:

The Company has successfully implemented and complied with all the requirements and disclosures of the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A report on Corporate Governance as stated above, along with a Certificate from the Statutory Auditors confirming compliance of the conditions of Corporate Governance, annexed to the Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

AUDITORS:

M/s. Bhuta Shah & Co, Chartered Accountants, Mumbai having Firm Registration No. 101474W, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for appointment as the Statutory Auditors of the Company at remuneration to be decided by the Board of Directors. The Company has received a letter from them to that effect that their appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956

AUDITORS' REPORT:

There are no qualifications contained in the Auditor s Report and therefore no further explanation is required to be provided. The notes to the accounts are referred in the Auditor's Report are seif - explanatory and, therefore do not call for any further comments.

COST AUDITORS:

The Ministry of Corporate Affairs on 3rd June 2011 has issued The Companies (Cost Accounting Records) Rules, 2011 which mandate the Company to maintain Cost Records and obtain Cost Audit Compliance Report for the year 2011-12. Accordingly, the Company has appointed M/s. Rajesh Shah & Associates, Cost Accountants. The Cost Compliance Certificate certified by M/s. Rajesh Shah & Associates for the financial year 2011 -12 was receive by the Company.

Further, the Ministry of Corporate Affairs has issued Cost Audit Order No.52/26/Cab/2010 on 24th January 2012 which mandate the Company to have Audit its cost records. Effective date of implementation of the aforesaid Cost Audit Order is 1st April 2012. Accordingly, based on the recommendations of Audit Committee at its meeting held on 14th May 2012, the Board of Directors has appointed M/s. Rajesh Shah & Associates, Cost Accountants, as the Cost Auditor of the Company in compliance with the General Circular No. 15/ 2011 dated 11th April 2011 issued by the Ministry of Corporate Affairs, Cost Audit Branch, read with the Companies (Cost Audit Report) Rules, 2011 for cost audit of the cost records of the Company for the financial year 2012-13.

COMPLIANCE CERTIFICATE:

The Board of Directors appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries in Whole-time Practice, to inspect the books, registers and records of the Company and to report us whether the Company has complied with all the provisions of the Companies Act, 1956. The Compliance Certificate u/s 383Aofthe Companies Act, 1956, received from M/s. Hemanshu Kapadia & Associates is attached herewith.

POSTAL BALLOT:

There were no Postal Ballet/Extra Ordinary General Meeting conducted/held during the financial year 2011-12 FIXED DEPOSIT:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

BUY BACK OF SHARES:

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

There were no employees to whom the disclosure requirements u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, apply.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 is given in Annexure-A forming part of this report.

POLLUTION CONTROL:

The Company is environment conscience and the products manufactured by the Company require the consent from Maharashtra Pollution Control Board (MPCB) for manufacturing. The Company's plant situated at Roha has provided full-fledge facilities to control pollution under WaterActandAirAct.

Your Company has taken necessary approval and consent from the MPCB. Further, your Company is also member of Common Effluent Treatment Plant (CETP), which is situated at Roha.

INSURANCE:

All the properties and insurable interest of the Company are adequately insured.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) Directors have selected such accounting policies and applied them consistently and made judgmentand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; .

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the contribution made by employees of the Company at all levels but for whose hard work solidarity and support through their unstinted cooperation have enabled the Company to achieve sustained operational performance during the year.

Your Directors also wish to record their deep sense of gratitude and appreciation to the Banks, Financial Institution, Central and State Government Authorities for their guidance and continued support. Your Directors are also grateful to the customers, suppliers and business associates of the Company for their continued co-operation. Your Directors are also deeply grateful to the shareholders of the Company for their confidence shown in them.

By Order of the Board For Vidhi Dyestuffs Manufacturing Limited,

Place: Mumbai Bipin M. Manek

Date: 14th August 2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting 17th Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March 2010.

FINANCIAL RESULTS

Current Year Previous year 2009-10 2008-09 Rupees Lakhs Rupees Lakhs

Profit for the year before providing for

Depreciation 546.65 347.53

Less : Depreciation 99.52 96.09

Profit after Depreciation 447.13 251.44

Less : Provision for Taxation

Current Year 175.13 104.64

Earlier year 2.95 6.25

Deferred Tax (16.24) (21.71)

161.84 89.18

Profit After Tax 285.29 162.26

Add : Profit brought forward from

Previous year 1,289.21 1,126.95

1,574.50 1,289.21

APPROPRIATION :

Interim Dividend - -

Corporate Dividend Tax - -

Transfer to General Reserve - -

Balance Profit Carried to Balance Sheet 1,574.50 1,289.21



OPERATIONS:

During the year under review your Company has achieved a turnover of Rs.7113.88 Lakhs as compared to Rs.3928.94 Lakhs of previous year registering a growth of 81.06%. The net profit after tax has also gone up from Rs. 162.26 Lakhs to Rs. 285.29 Lakhs recorded an increase of 75.82% as compared to previous year.

The Company has manufactured 1083.285 M. Tons of Food colors against 994.147 M. Tons in the previous year.

Your Company has increased its export market share as well local sales on account of persistent marketing efforts.

Your Company is currently undergoing an expansion doubling its production capacity in the 1st phase, the new production facility is scheduled to come in production in September 2010.

Your Directors assure to strive for a bright future for your Company.

DIVIDEND:

In order to conserve resources, your Directors do not recommend any dividend for the year 2009-2010.

DIRECTORS: -

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company:

Mrs. Pravina B. Manek retires at the ensuing Annual General Meeting and being eligible, offers herself, for re-appointment as a Director.

Mr. Chetan P. Bavishi retires at the ensuing Annual General Meeting and being eligible, offers himself, for reappointment as a Director.

Your Directors recommend their reappointment as Directors.

Mr. Naresh Modi, Non-Executive Director has resigned from the Board with effect from 27th April 2010 due to his pre-occupation. The Board places on record its appreciation for the valuable services and guidance given by Mr. Naresh Modi to the Company during his tenure as the Director of the Company.

Mr. Mihir Manek has been appointed as the Joint Managing Director of the Company with effect from 15th July 2010. Mr. Mihir Manek is a B.Sc. in Industrial Chemistry. He is well versed with the task of new product development and other Research & Development activities, current process validation, and inventory management of the Company. He has taken up the task for enhancing the Brand Name of the Company by promoting the products of the Company via different advertising media and creating new customers & markets for the Company. He is also entrusted with the import/ export management of the Company. Your Directors recommend his appointment as Joint Managing Director of the Company.

The particulars of the Directors to be appointed or re-appointed are given in the Annexure to the Notice and Corporate Governance Section of this Annual Report.

CORPORATE GOVERNANCE:

As per the Listing Agreement with the Stock Exchanges, the Company has successfully implemented and complied with all the requirements and disclosures of the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A report on Corporate Governance as stated above, along with a Certificate from the Statutory Auditors confirming compliance of the conditions of Corporate Governance is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as mandated under the Code of Corporate Governance, is enclosed as a part of the Annual Report.

AUDITORS:

M/s. Bhuta Shah & Co, Chartered Accountants, Auditors, Mumbai of the Company having Firm Registration No. 101474W, retire at the ensuing Annual General Meeting however, being eligible, offer themselves for re-appointment as the Statutory Auditors of the Company at remuneration to be decided by the Board of Directors. The Company has received a letter from them to that effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956

AUDITORS REPORT:

There are no qualifications contained in the Auditor’s Report and therefore no further explanation is required to be provided.

The notes to the accounts are referred in the auditors report are also self - explanatory and, therefore do not call for any further comments.

COMPLIANCE CERTIFICATE:

The Board of Directors appointed M/s. Hemanshu Kapadia & Associates, Company Secretary in Whole-time Practice, to inspect the books, registers and records of the Company and to report us whether the Company has complied with all the provisions of the Companies Act, 1956. The Compliance Certificate u/s 383A of the Companies Act, 1956, received from M/s. Hemanshu Kapadia & Associates is attached herewith.

POSTAL BALLOT:

During the financial year 2009-2010, the Company has passed ordinary resolutions through postal ballot for increasing the borrowing limits of the Company and authorization for mortgage of assets of the Company.

During the financial year 2010-11, the Company has passed special resolution for the alteration of the main object of the Company to diversify its business activities to undertake construction and realty business activity in addition to current main object of the Company.

FIXED DEPOSIT:

The Company has not accepted Fixed Deposits from public during the year under review.

PARTICULARS OF THE EMPLOYEES:

There are no employees to whom the disclosure requirements under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended apply.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION, INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as per Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 is given in Annexure forming part of this report.

POLLUTION CONTROL:

The Company is environment conscious and the products manufactured by the Company require the consent from Maharashtra Pollution Control Board (MPCB) for manufacturing. The Company’s plant situated at Roha has provided full-fledge facilities to control pollution under Water Act and Air Act. Your Company has taken necessary approval and consent from the MPCB. Further your Company is also member of Common Effluent Treatment Plant (CETP), which is situated at Roha.

INSURANCE:

All the properties and insurable interest of the Company are adequately insured.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956.

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state Of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Director takes this opportunity to place on record their deep sense of gratitude and appreciation to the Banks, Financial Institution, Central and State Government Authorities for their guidance and support. Your Directors are also grateful to the customers, suppliers and business associates of the Company for their continued co- operation and support. Your Directors also wish to record their appreciation for the employees for their commitment, dedication and hard work put by them at all levels in contributing to the Company’s growth. Your Directors are also deeply grateful to the shareholders of the Company for their confidence shown in them.

For and on behalf of the Board

Bipin M. Manek Chairman & Managing Director Place: Mumbai Dated: 15th July,2010

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