Directors Report of Vivid Global Industries Ltd.

Mar 31, 2018

To the Members,

The directors have pleasure in presenting the Thirty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2018.

1. FINANCIAL STATEMENTS & RESULTS

a. FINANCIAL SUMMARY :

Financial summary and performance highlights of your Company, for the financial year ended 31st March, 2018 are as follows

(Rs. in Lakhs)

Particulars	31st March, 2018	31st March, 2017
Income from Operations & Other income excluding Excise &VAT (GST)	4828.44	3625.89
Profit/(Loss) before Depreciation & Interest	455.49	289.83
Less: Depreciation & Interest	66.09	48.09
Net Profit / (Loss) before Exceptional items and Tax	389.39	241.73
Add/Less: Prior years adjustments, Deferred tax etc.	118.73	60.29
Less: Exceptional items/Prior Period Items	0.45	0.66
Net Profit / (loss) after tax	270.21	180.78
Net Profits after Dividends	215.02	125.58
Add / Less: Profit/(Loss) Brought forward	44.77	(80.26)
Balance carried to Balance Sheet	259.78	44.77

b. OPERATIONS:

During the year under review, the Company has recorded the higher total income of Rs. 4828.44 Lakhs as compared to Rs. 3625.89 Lakhs for the previous year and increased Net Profits after tax of Rs. 270.21 Lakhs for the year as compared to the profits of Rs. 180.78 Lakhs in the previous year.

c. FUTURE PROSPECTS:

Looking at the stand of Chinese Government against the Polluting industries in China for J. Acid and Tobias Acid, the Directors have initially given to understand that in future by March or April 2019, the Company will start producing J. Acid at their Boisar Plant since the main Raw material Tobias Acid is made in-house. So, once the Company achieve the production of J. Acid (only manufacturer in India), it will complete the whole ring of manufacturing of Tobias acid to J. Acid and its derivatives like N. Methyl J. Acid, Phenyl J. Acid & Di. J. Acid.

By doing so, the Company would be in a better position in local market as well as International market by supplying its products in a competitive price and would not face any threat from China.

d. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.50 per Equity Share of Rs. 5/- each (i.e. 10%) for the year ended March 31, 2018 (previous year Rs. 0.50 per Equity Share). The dividend, if approved by the shareholders, will be paid out of the profits of the Company for the year to all those equity shareholders whose name appears on the Register of Members of the Company as on the record date.

e. CHANGE IN SHARE CAPITAL:

The Paid-up Share Capital of the Company as on 31st March, 2018 was Rs. 4,56,44,350/- comprising of 91,28,870 Shares of Rs. 5/- each. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the period under review.

f. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

g. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under the Listing Regulations, which form an integral part of this Report, is set out as separate “Annexure D”.

h. FINANCE:

Cash and cash equivalents as at March 31, 2018 was Rs. 3,06,78,524/-. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which were kept under strict check through continuous monitoring.

i. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

j. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. The disclosure of material Related Party Transaction in FORM AOC-2 is given in “Annexure A” to this report.

k. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Asha Sudhir Mody resigned from the office of Board of director w.e.f. 27th November, 2017. The Board of directors takes on record the invaluable contributions made by Smt. Asha Sudhir Mody, as a Director of the company.

Smt. Meena Sumish Mody was appointed as an Additional Director of the company w.e.f. 27th November, 2017 to hold office up to the date of ensuing Annual General Meeting.

As per the provisions of Companies Act, 2013, Shri. Miten Sudhir Mody, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

On recommendation of the Nomination & Remuneration Committee in its meeting held on 24th July, 2018 and approval of the Board of Directors in its meeting held on 24th July, 2018, the board has revised the remuneration payable to Shri. Sumish S. Mody as Managing Director and Shri. Miten S. Mody as Wholetime Director from 1st April, 2018.

The necessary resolutions for the appointment/revision in remuneration are also being placed before the members for their consideration at the forthcoming Annual General Meeting.

- DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the relevant rules. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made there under and are independent of the Management.

- BOARD EFFECTIVENESS :

i. Familiarization Programme For Independent Directors

Pursuant to requirements of the Listing Regulations, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes/conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments.

The same has been posted on website of the Company viz; www.vividglobalinds.com

ii. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

During the year 6 (Six) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Report on Corporate Governance, which forms part of this Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

The Committee at its meeting held on 24th July, 2018, recommended revision in remuneration payable to Shri. Sumish S. Mody as Managing Director of the Company and Shri. Miten S. Mody as Wholetime Director of the Company and the necessary resolutions for the said revision in remuneration are also being placed before the members for their consideration at the forthcoming Annual General Meeting.

d. AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

e. VIGILMECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

f. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Smt. Amisha M. Mody, monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors.

g. BUSINESS RISK MANAGEMENT :

Integrated enterprise risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed on periodic basis by the Audit Committee and the management’s actions to mitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework as approved by the Board has been adopted by the Company and being reviewed on yearly basis.

At present the company has not identified any element of risk which may threaten the existence of the company.

h. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS :

- Information pursuant to Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

i. The percentage of increase in remuneration of each Director, Chief Financial Officer and Company during the financial year 2017-18, ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18 and the comparison of remuneration of each KMP against the performance of the company are as under:

	Sr.	Name of the Director/	Remune	% increase in	Ratio of	Comparison of
	No.	KMP and designation	ration of the Director/ KMP for the financial year 2017-18	remuneration in the financial year 2017-18	remuneration of each Director/ to median remuneration of employees	the remuneration of the KMP against the performance of employees
	1.	Shri. Sumish S. Mody - Managing Director	13,80,000	76.92	7.5:1	The remuneration of the Directors
	2.	Smt. Asha S. Mody -Director	1,60,000	15.21	0.87:1	& KMPs is well within the industry limits and in tandem with the performance of
	3.	Shri. Miten S Mody -Wholetime Director	8,12,400	12.46	4.42:1
	4.	Smt. Meena Mody -Director	1,88,800	-	1.03:1	the company
	5.	Shri. Sudhir Mody CFO(KMP)	1,56,000	-	0.85:1
	6.	Smt. Nilam P. Bajoria - Company Secretary	1,20,000	-	0.65:1

iii. The median remuneration of employees of the Company during the financial year was Rs. 1.84 Lakhs;

iv. In the financial year, there was no change in the median remuneration of employees;

v. There were 55 permanent employees on the rolls of Company as on 31st March, 2018;

vi. Relationship between average increase/ decrease in remuneration and company performance:

The Profit before Tax for the financial year ended 31st March, 2018 stood at Rs. 3,88,95,014.69 from the profit of Rs. 2,41,07,553.55 posted in the same period last year. There was no change in the median remuneration. The average increase in median remuneration was in line with the performance of the Company.

vii. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel was Rs. 25,41,200/- for the FY 2017-18 as compared to Rs. 17,10,720/- for the FY 2016-17. Whereas profit before tax stood at Rs. 3,88,95,014.69 in FY 2017-18 from profit of Rs. 2,41,07,553.55 posted in the same period last year.

viii. a) Variations in the market capitalization of the Company: The market capitalization as on 31st March, 2018 was Rs. 4244.92 Lakhs (Rs. 3581.23 Lakhs as on 31st March, 2017).

b) Earnings ratio of the Company was 15.71 as at 31st March, 2018 and was 19.81 as at 31st March, 2017.

ix. No increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18.

x. The key parameters for the variable component of remuneration availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

xi. During the year ended 31st March, 2018, there was no employee, who is not a Director of the Company and received remuneration in excess of highest paid Director of the Company.

xii. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

- Information pursuant to Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:- There was no employee, who is paid in excess of the limit as specified in the rule.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2018:

There are no qualifications, reservation or adverse remark or disclaimer made by statutory auditor in his report. The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2018:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report of the Company for the financial year ended 31st March, 2018 in the prescribed Form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B”.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/S. Saumil J. Kapadia & Co., Mumbai, , Chartered Accountants (Firm Reg. No. 135970W), the auditors of the Company who were appointed by the Shareholders at the 30th Annual General Meeting of the Company held on 27th September, 2017 for a period of 5 years i.e. upto conclusion of 35th Annual General Meeting of the Company subject to ratification by Shareholders at every Annual General Meeting as per the provisions of the Companies Act, 2013 [‘Act’] Pursuant to the Act, Members are requested to consider ratification of their appointment and authorize the Board of Directors including Audit Committee thereof to fix their remuneration for the FY 2018-19.

In this regard, the Company has received a Certificate from the Auditors to the effect that their appointment as Auditors continues to be in accordance with the provisions of the Act.

d. INTERNAL AUDIT:

Smt. Amisha M. Mody, Internal Auditor of the Company has carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2018 made under the provisions of Section 92(3) of the Act is attached as “Annexure C” which forms part of this Report.

b. CONSERVATION OF ENERGY:

i. Though the Company’s manufacturing operations do not involve substantial energy consumption, the Company has taken adequate steps to improve energy utilization wherever possible.

ii. Additional investments and proposals for reduction of consumption of energy- No additional investments made during the year.

iii. Impact of the above measures: Nil

iv. Total energy consumption and energy consumption per unit of production: “FORM - A” Not Applicable.

c. TECHNICAL ABSORPTION, ADAPTION AND INNOVATION:

i. The Company is having in-house R&D facilities for all its products and doing continuous research for its improvement.

ii. The Company is examining possibilities of new technology to improve the quality and yield of the products development by in-house technical personnel.

iii. Imported Technology: No technology was imported by the Company during the year under review.

d. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

e. FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Activities relating to export, initiative taken to increase exports, development of new export markets for products and services. During the current year, the Company has exported its products to Far East Countries. Efforts are being made to develop new markets and the Company expects substantial increase in exports during the current year.

ii. Total Foreign Exchange.

- Outgo - Rs.18,26,40,754/-

- Earned - Rs.14,09,55,054/-

f. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

g. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

h. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31 March, 2018 to which the financial statements relates and the date of signing of this report.

i. CORPORATE GOVERNANCE:

The Corporate Governance, which form an integral part of this Report, are set out as separate Annexure

E, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Listing Regulations.

j. PREVENTION OF SEXUAL HARASSMENT ATWORK PLACE:

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under, your Company has adopted a policy for prevention of sexual harassment at work place and has constituted an Internal Complaints Committee. During the year, the Company has not received any complaints on sexual harassment under the said Act.

k. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under the second provision of Section 143(12) of the Act.

l. HUMAN RESOURCES (HR):

The Company’s HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interests of all employees with the long term organizational goals.

6. GENERAL

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 of equity shares with differential rights as to dividend, voting or otherwise.

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

d. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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.

f. No revision of Financial Statements has been done during the year under review.

7. LISTING OF SHARES

Your Company’s shares are listed on the Bombay Stock Exchange Limited. Listing fees of BSE Limited has been paid within the stipulated time period.

8. ACKNOWLEDGEMENTS AND APPRECIATION:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Director take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

REGISTERED OFFICE For and on behalf of the Board

D-21/1 M.I.D.C., Tarapur,

Via Boisar, Dist. Palghar , Sd/- Sd/-

Maharashtra – 401506 MITEN SUDHIR MODY SUMISH S. MODY

WHOLETIME DIRECTOR MANAGING DIRECTOR

Dated: 24.07.2018 DIN: 02422219 DIN: 00318652

---

Mar 31, 2016

To The Members,

The directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2016.

1. FINANCIAL STATEMENTS & RESULTS

a. FINANCIAL SUMMARY :

Financial summary and performance highlights of your Company, for the financial year ended 31st March, 2016 are as follows:

(Rs. In lakh)

	31st March, 2016	31st March, 2015
Income from Operations & Other income excluding Excise & Sales Tax	2688.75	2753.29
Profit/(Loss) before Depreciation & Interest	203.96	170.07
Less: Depreciation & Interest	55.22	51.45
Net Profit / (Loss) before Tax	148.74	118.62
Add/Less: Prior years adjustments, Deferred tax etc.	51.00	32.13
Net Profit / (loss) after tax	97.74	86.49
Net Profits after Dividends	56.53	59.55
Add / Less: Profit/(Loss) Brought forward	(136.76)	(196.31)
Balance carried to Balance Sheet	(80.23)	(136.76)

b. OPERATIONS:

During the year under review, the Company has recorded the total income of Rs.2688.75 Lakhs as compared to Rs.2753.29 Lakhs for the previous year and Net Profits after tax of Rs.97.74 Lakhs for the year as compared to the profits of Rs.86.49 Lakhs in the previous year.

Furthermore, our company has received an Environmental clearance from SEIAA Authority to restart the plant at D-21/1, MIDC Tarapur Boisar, Dist. Palghar, Maharashtra for 241 Metric Tons per month (2892 Metric Tons per annum) of various Dye Intermediates. The product which the company plans to manufacture would be the sole manufacturing of this product in India. In view of this, the Company would be in a position for a considerable niche in marketing and pricing in local as well as International market.

This will lead further growth of the company in terms of turnover and also increase in the profitability.

c. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.0.38 per Equity Share of Rs.5/- each for the year ended 31 st March, 2016. The dividend, if approved by the shareholders, will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear on the Register of Members of the Company as on the record date.

d. CHANGE IN SHARE CAPITAL:

During the year under review, the company has made one allotment of 2,57,070 Equity shares of the Face Value of Rs.5/- per share (after sub-division of equity shares) at a premium of Rs.2.78 on 13th February, 2016. The paid up equity capital as on 31st March, 2016 was Rs.4,56,44,350/-, as compared to Rs.4,43,59,000/- last year.

The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

e. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

f. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement and corresponding Listing Regulations, 2015, the Management Discussion and Analysis Report which form an integral part of this Report, is set out as separate “Annexure D”.

g. SUB-DIVISION OF THE COMPANY’S EQUITY SHARES:

The shareholders at the 28th Annual General Meeting of the Company held on 30th September, 2015 had approved the sub-division of one equity share having a face value of Rs.10 (Rupees Ten) each into two equity shares of the face value of Rs.5(Rupees Five) each. The sub-division of equity shares came into effect from 3rd December, 2015, being the record date fixed for the same.

h. FINANCE:

Cash and cash equivalents as at 31st March, 2016 was Rs.1,63,74,852/-. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters which were kept under strict check through continuous monitoring.

i. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

j. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are some materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The disclosure of material Related Party Transaction in FORM AOC-2 is given in “Annexure A” to this report.

k. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the investments made by company is given in the notes to the financial statements.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Nilam Pradeep Bajoria was appointed as Company Secretary of the company in the Board Meeting held on 28.01.2016.

Smt. Alka Himanshu Parekh was appointed as an Additional Director of the Company. In terms of the Articles of Association of the Company read with Section 161 of the Companies Act, 2013, she holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice from a member alongwith a Deposit of Rs.1,00,000/- in terms of Section 160 of the Act signifying the intention to propose the appointment of Smt. Alka Himanshu Parekh as a Director. She was also proposed to be appointed an Independent Director for a period of 5 years in this meeting.

During the year under report, Shri. Manoj Kumar Chauhan, Director of the Company, has resigned & ceased to be a director of the Company w.e.f. 28.01.2016.

As per the provisions of the Companies Act, 2013, Shri. Miten Sudhir Mody retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Shri. Sumish Sudhir Mody has been re-appointed as Managing Director pursuant to the resolution passed in the Nomination and Remuneration/ Compensation Committee and Board Meeting both held on 3rd August, 2016 , subject to the approval of the members at the forthcoming Annual General Meeting, for a period of five years with effect from 1 st November, 2016, and shall be liable to retire by rotation.

The necessary resolutions for their appointment are also being placed before the members for their consideration at the forthcoming Annual General Meeting.

-DECLARATION BY INDEPENDENT DIRECTORS :

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the relevant rules.

In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made there under and are independent of the Management.

-BOARD EFFECTIVENESS :

i. Familiarization Programme For Independent Directors

Pursuant to requirements of the Listing Regulations, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes/ conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments.

The same has been posted on website of the Company viz; www.vividglobalinds.com

ii. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

During the year 6 (Six) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Report on Corporate Governance, which forms part of this Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

d. AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee

e. VIGILMECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

f. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Smt. Amisha Mody, monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Audit Committee of the Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors.

g. BUSINESS RISK MANAGEMENT :

Integrated enterprise risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed on periodic basis by the Audit Committee and the management’s actions to mitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework as approved by the Board has been adopted by the Company and being reviewed on yearly basis.

At present the company has not identified any element of risk which may threaten the existence of the company.

h. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS :

i. The percentage of increase in remuneration of each Director, Chief Financial Officer and Company during

the financial year 2015-16, ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2015-16 and the comparison of remuneration of each KMP against the performance of the company are as under:

Sr. No.	Name of the Director/ KMP and designation	Remuneration of the Director/ KMP for the financial year 2015-16	% increase in remuneration in the financial year 2015-16	Ratio of remuneration of each Director/ to median remuneration of employees	Comparison of the remuneration of the KMP against the performance of employees
1.	Shri. Sumish S. Mody - Managing Director	7,80,000	30%	4.48 : 1	The remuneration of the Directors & KMPs is well within the industry limits and in tandem with the performance of the company
2.	Smt. Asha S. Mody - Director	2,06,460	11%	1.18 : 1
3.	Shri. Miten S. Mody - Wholetime Director	6,02,400	2.55%	3.46 : 1
4.	Shri. Sudhir M. Mody - CFO	4,35,600	3.13%	2.5 : 1
5.	Smt. Nilam P. Bajoria -Company Secretary*	20,000	New appointment	0.69 : 1

* Smt. Nilam P. Bajoria was appointed as Company Secretary w.e.f. 28th January, 2016.

ii. The median remuneration of employees of the Company during the financial year was Rs.1.74 Lakhs;

iii. In the financial year, there was no change in the median remuneration of employees;

iv. There were 27 permanent employees on the rolls of Company as on 31st March, 2016;

v. Relationship between average increase/ decrease in remuneration and company performance:

The Profit before Tax for the financial year ended 31st March, 2016 stood atRs.1.49 crores from profit ofRs.1.18 crores posted in the same period last year. There was no change in the median remuneration. The average increase in median remuneration was in line with the performance of the Company.

vi. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 13.85% from Rs.17.95 Lakhs in FY 2014-15 to Rs.20.44 Lakhs in FY 2015-16, whereas profit before tax stood at Rs.1.49 crores in FY 2015-16 from profit of Rs.1.18 crores posted in the same period last year.

vii. a) Variations in the market capitalization of the Company: The market capitalization as on 31st March, 2016 was Rs.739.43 Lakhs (Rs.480.40Lakhs as on 31st March, 2015)

b) Earnings ratio of the Company was 7.57 as at 31st March, 2016 and was 11.16 as at 31st March, 2015.

viii. No Increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16:

ix. The key parameters for the variable component of remuneration availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

x. During the year ended 31st March, 2016, there was no employee, who is not a Director of the Company and received remuneration in excess of highest paid Director of the Company.

xi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2016:

There are no qualifications, reservation or adverse remark or disclaimer made by statutory auditor in his report. The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2016:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report of the Company for the financial year ended 31st March, 2016 in the prescribed form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B”.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. K.M. KAPADIA & ASSOCIATES, Chartered Accountants (Firm Reg No. 104777W) the auditors of the Company has been appointed by the Shareholders at the Twenty Seventh Annual General Meeting of the Company held on 30th September, 2014 for a period of 3 years i.e. up to conclusion of Twenty Ninth Annual General Meeting of the Company subject to ratification by Shareholders at every Annual General Meeting as per the provisions of the Companies Act, 2013 [‘Act’] Pursuant to the Act, Members are requested to consider ratification of their appointment and authorize the Board of Directors including Audit Committee thereof to fix their remuneration for the FY 2016-17.

In this regard, the Company has received a Certificate from the Auditors to the effect that their appointment as Auditors continues to be in accordance with the provisions of the Act.

d. INTERNAL AUDIT:

Smt. Amisha Mody, Internal Auditors of the Company have carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31 March 2016 made under the provisions of Section 92(3) of the Act is attached as “‘Annexure C” which forms part of this Report.

b. APPOINTMENT OF SHAREX DYNAMIC (INDIA) PRIVATE LIMITED AS THE REGISTRAR & TRANSFER AGENT OF YOUR COMPANY:

During the financial year 2015-16, your Company discovered certain irregularities at Sharepro Services (India) Private Limited (hereinafter referred to as “Sharepro”), your Company’s erstwhile Registrar & Transfer Agent, with regard to shares and dividend encashment activities.

The Board of Directors of your Company, at their meeting held on 30th May, 2016, approved the appointment of Sharex Dynamic (India) Private Limited, as the Registrar & Transfer Agent with effect from 30th June, 2016 and for shifting the Register and Index of Members and Returns from the office of Sharepro to the office of Sharex Dynamic (India) Private Limited.

c. CONSERVATION OF ENERGY:

i. Though the Company’s manufacturing operations do not involve substantial energy consumption, the Company has taken adequate steps to improve energy utilization wherever possible.

ii. Additional investments and proposals for reduction of consumption of energy. - No additional investments made during the year.

iii. Impact of the above measures: Nil

iv. Total energy consumption and energy consumption per unit of production: “FORM - A” Not Applicable.

d. TECHNICAL ABSORPTION, ADAPTION AND INNOVATION:

i. The Company is examining possibilities of new technology to improve the quality and yield of the products development by in-house technical personnel.

ii. Imported Technology: No technology was imported by the Company during the year under review.

e. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

f. FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Activities relating to export, initiative taken to increase exports, development of new export markets for products and services. During the current year, the Company has exported its products to Far East Countries. Efforts are being made to develop new markets and the Company expects substantial increase in exports during the current year.

ii. Total Foreign Exchange.

-Outgo- Rs.9,98,380/-

-Earned- Rs.11,09,94,919/

e. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

f. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

g. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31st March, 2016 to which the financial statements relates and the date of signing of this report.

h. CORPORATE GOVERNANCE:

The Corporate Governance, which form an integral part of this Report, are set out as separate Annexure E, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Listing Regulations.

i. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

As per the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under, your Company has adopted a policy for prevention of sexual harassment at work place and has constituted an Internal Complaints Committee. During the year, the Company has not received any complaints on sexual harassment under the said Act.

j. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under the second provision of Section 143(12) of the Act.

k. HUMAN RESOURCES (HR):

The Company’s HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interests of all employees with the long term organizational goals.

6. GENERAL

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 of equity shares with differential rights as to dividend, voting or otherwise.

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

d. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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.

f. No revision of Financial Statements has been done during the year under review.

7. LISTING OF SHARES

Your Company’s shares are listed on the Bombay Stock Exchange Limited. Listing fees of BSE Limited has been paid within the stipulated time period.

8. ACKNOWLEDGEMENTS AND APPRECIATION:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Director take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

Place: MUMBAI For and on behalf of the Board of Directors

Date: 03.08.2016

Sd/- Sd/-

ASHA S. MODY SUMISH S. MODY

DIRECTOR MANAGING DIRECTOR

DIN:00221440 DIN:00318652

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS: (Rs. In lacs)

31st March, 31st March, 2015 2014

Net Sales/ Income from Operations & Other 2753 29 2754 40 income excluding Excise & Sales Tax

Gross Profit/(Loss) before Depreciation 170.07 154.92 & Interest

Less: Depreciation & Interest 51.45 47.44

Net Profit / (Loss) before Tax 118.62 107.48

(Add)/Less: Prior years adjustments, 32.13 29.39 Deferred tax etc.

Net Profit / (loss) after tax 86.49 78.09

Net Profits after Dividends 59.55 52.14

Add / (Less) Profit/(Loss) Brought forward (196.31) (248.45)

Balance carried to Balance Sheet (136.76) (196.31)

OPERATIONS:

During the year under review, the Company has recorded the total income of Rs. 2753.28 Lacs as compared to Rs. 2754.40 for the previous year and Net Profits after tax of Rs. 59.55 Lacs for the year as compared to the profits of Rs. 52.14 lacs in the previous year.

Furthermore, our company is planning to set up an Intermediate Plant at Tarapur with manufacturing capacity of 40 to 60 MT per month with a project cost upto 2.5 crores to be commissioned by May 2016. The product which the company plans to manufacture would be the sole manufacturing of this product in India. In view of this, the Company would be in a position for a considerable niche in marketing and pricing in local as well as International market.

This will lead further growth of the company in terms of turnover and also increase in the profitability.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.50 per Equity Share of the Company for the year ended March 31,2015. The dividend, if approved by the shareholders, will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear on the Register of Members of the Company as on the record date.

SHARE CAPITAL:

The paid up equity capital as on March 31,2015 was Rs. 4,43,59,000/-. During the year under review, there were no changes in paid up share capital of the Company. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 1,83,62,686/-. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Smt. Amisha Mody, monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Audit Committee of the Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors.

CONSERVATION OF ENERGY:

a. Though the Company's manufacturing operations do not involve substantial energy consumption, the Company has taken adequate steps to improve energy utilization wherever possible.

b. Additional investments and proposals for reduction of consumption of energy.- No additional investments made during the year.

c. Impact of the above measures: Nil

d. Total energy consumption and energy consumption per unit of production: "FORM - A" not applicable.

TECHNICAL ABSORPTION, ADAPTION AND INNOVATION:

a. The Company is examining possibilities of new technology to improve the quality and yield of the products development by in-house technical personnel.

b. Imported Technology: No technology was imported by the Company during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to export, initiative taken to increase exports, development of new export markets for products and services. During the current year, the Company has exported its products to Far East Countries. Efforts are being made to develop new markets and the Company expects substantial increase in exports during the current year.

b. Total Foreign Exchange.

Outgo - Rs.17,14,734/- Earned - Rs.10,88,41,826/-

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Smt. Asha Mody who retires by rotation and being eligible offers herself for reappointment and Shri. Sudhir Mody was appointed as Chief Financial Officer of the Company on 28.05.2015.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 5 (five) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The disclosure of material Related Party Transaction in FORM AOC-2 is given in Annexure C to this report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.vividglobalinds.com The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

INDEPENDENT DIRECTORS MEETING

During the year under review, the independent Directors of the Company met on 05.02.2015 interalia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors.

EVALUATION OF PERMORMANCE OF THE BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of Clause 49 of the Listing Agreement, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes/ conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments.

The same has been posted on website of the Company viz; www.vividglobalinds.com

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no major observations made by the Auditor in the Report except the following:

1. The Company has not appointed a Whole- Time Company Secretary as there was no suitable candidate available inspite of hard efforts made. Thereby appointment of Key Managerial Personnel as regards to Company Secretary is pending.

2. FORM DIR-3 not filed of Shri. Manoj Kumar Chauhan.

However, the company would ensure in future that all the provisions are complied to the fullest extent.

AUDITORS:

M/s. K.M. KAPADIA & ASSOCIATES, Chartered Accountants, the Statutory Auditors of the Company have been appointed as statutory auditors of the company till the conclusion of 29th AGM of the Company subject to ratification by members at every AGM. Accordingly requisite resolution for ratifying their appointment is proposed in the manner stated in the Notice for the 28th AGM.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement ,the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as ANNEXURE D & ANNEXURE E separately, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- ASHA S. MODY SUMISH S. MODY DIRECTOR DIRECTOR DIN:00221440 DIN:00318652

Place : MUMBAI Date : 07.08. 2015

---

Mar 31, 2014

To The Members,

The directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In lacs) 31st March, 2014 31st March, 2013

Net Sales/ Income from Operations & Other income 2754.40 1613.40

excluding Excise & Sales Tax Gross Profit/(Loss) before Depreciation & Interest 154.92 66.63

Less: Depreciation & Interest 47.44 32.12

Net Profit / (Loss) before Tax 107.48 34.51

(Add)/Less: Prior years adjustments, Deferred tax etc. 29.39 (3.21)

Net Profit / (loss) after tax 78.09 37.72

Net profits after Dividends 52.14 37.72

Add / (Less) Profit/(Loss) Brought forward (248.45) (286.17)

Balance carried to Balance Sheet (196.31) (248.45)

OPERATIONS :

During the year under review, the Company has recorded the higher total income of Rs. 2754.40 lacs as compared to Rs. 1613.40 lacs for the previous year and Net profits after tax of Rs. 52.14 lacs for the year as compared to the profits of Rs. 37.72 lacs in the previous year.

Your Company with the help of in-house research has succeeded in the development of high pressure evaporators producing low pressure steam. Such evaporators have already been installed in the plant and as a result of this, the Company will be able to achieve the targeted production and also lower the cost of production. It will now be possible to manufacture upto 100% of the capacity.

As a result of all these factors, the turnover and Profitability will be improved and barring unforeseen circumstances, your Directors are optimistic about the current year. With this the company is totally compliant with the water pollution norms as ''zero'' discharge as per the Gujarat Pollution Control Board. The Company has renewed the consent dated 08.04.2013 issued by the Gujarat Pollution Control Board for a further period upto 13.07.2017.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.50 per Equity Share of the Company for the year ended March 31, 2014. The dividend, if approved by the shareholders, will be paid out of the profits of the Company for the year to all those equity shareholders whose name appears on the Register of Members of the Company as on the 23rd September,2014

Mr. Dharmesh D. Choksi and Mr. Manoj Kumar Chauhan are being eligible for appointment as Independent Director. Mr. Miten Mody who was appointed as Additional Director on 11.08.2014 is being appointed as Executive Director (Subject to the approval of Shareholders).

FIXED DEPOSIT:

During the year under review, the Company has not accepted any fixed deposits from the public.

AUDITORS:

M/s. K.M. KAPADIA & ASSOCIATES, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. The said Auditors have furnished the Certifcate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Audit Committee has proposed to appoint M/s. K.M.KAPADIA & ASSOCIATES as Statutory Auditors of the Company from the conclusion of this Annual General Meeting for a period of 3 years, subject to the approval of shareholders and ratifcation of their appointment at the subsequent Annual General Meeting.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under Section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (erstwhile Section-217(2AA) of the Companies Act, 1956), with respect to Directors'' Responsibility Statement is hereby confirmed :

1) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) That the Directors 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 year and of the loss of the Company for the year under review.

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

4) That the Directors have prepared the accounts for the year ended 31st March, 2014, on a going concern basis.

5) Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6) Had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE CERTIFICATE:

The Compliance Certifcate in terms of Section 383A of the Companies Act, 1956 issued by M/s. Pankaj & Associates, Company Secretary in Whole Time Practice is attached.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certifcate regarding compliance of conditions of Corporate Governance form part of this Report.

PREFERENTIAL ISSUE OF SHARES:

During the year ended 31st March, 2014, the Company had issued 1,50,000 equity shares of Rs. 10/ – at par on preferential basis to a promoter, to fund the business expansion. As a result of this preferential issue, the paid up Equity Share Capital had increased to Rs. 4,43,59,000/-.

The pre and post allotment shareholding of the allottee(s) is as under:

Pre issue holding as on Name of the Category relevant date Allottee (Promoter/ No. of Non-Promoter) Shares %

Mr. Sumish Promoter 335830 7.84 Mody

Name of the Post Issue Holding Allottee New Shares Allotted No. of % Shares

Mr. Sumish Mody 150000 485830 10.95



INDUSTRIAL RELATIONS:

The relations with the employees have remained cordial.

ACKNOWLEDGMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.

For and on behalf of the Board of Directors ASHA S. MODY SUMISH S. MODY DIRECTOR DIRECTOR

Place: MUMBAI Date: 11TH AUGUST, 2014

---

Mar 31, 2011

The Members

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS :

(Rs. in lacs) (Rs. in lacs) 31st March, 2011 31st March, 2010

Net Sales/Income from Operations excluding Excise & Sales Tax 1297.66 1258.47

Gross Profit/(Loss) before Depreciation & Interest 125.43 98.89

Less : Depreciation 30.24 11.48

: Interest 50.10 16.15

80.34 27.63

45.09 71.26

Less: Prior years adjustments 0.00 0.20

Net Profit/(Loss) before Tax 45.09 71.06

Profit/ (Loss) after Tax 45.09 71.06

Add/(Less) Profit /Loss Brought Forward (311.03) (382.10)

Balance Carried to Balance Sheet (265.94) (311.04)

OPERATIONS :

During the year under review the Company has recorded a total Income of Rs. 1297.66 Lacs as compared to Rs. 1258.47 Lacs for the previous year and Net Profit of Rs. 45.09 Lacs for the year as compared to a Profit of Rs. 71.26 Lacs in the previous year.

Your Company with the help of in-house research started regenerating steam from mother liquor and reusing salt in the process has succeeded in improving the yield efficiency by approximately 5% and by that way company has also reduced the effluent discharge. As a result of all these factors the turnover and profitability have substantially improved and barring unforeseen circum- stances your Directors are optimistic about the current year.

DIVIDEND :

In view of the accumulated losses your Directors do not recommend any dividend.

DIRECTORATE :

Mr. Sumish S Mody retires by rotation and being eligible offers himself for re-appointment.

FIXED DEPOSIT :

The Company has not accepted any Deposit which attracts the provisions of Section 58A of the Companies Act, 1956.

AUDITORS :

The present statutory auditors M/s K. M. Kapadia & Associates, Chartered Accountants retire at the close of this Annual General Meeting and are eligible for re-appointment. The Company has received the consent and eligibility certificate from them. The Directors therefore recommend the re-appoint- ment of M/s K. M. Kapadia & Associates, Chartered Accountants as Auditors of the Company.

PARTICULARS OF EMPLOYEES :

None of the employees of the Company draws remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) The Directors have selected such accounting polices 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 and of the Profit & Loss 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 the Companies Act, 1956 for safeguarding the assets of the Company 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".

CORPORATE GOVERNANCE :

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of condi- tions of Corporate Governance form part of this Report.

INDUSTRIAL RELATIONS :

The relations with the employees have remained cordial.

ACKNOWLEDGEMENTS :

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.

For and on behalf of the Board of Director

SUMISH S. MODY ASHA S.MODY MANAGING DIRECTOR DIRECTOR

Place : Mumbai Dated : 17th August, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in lacs) (Rs. in lacs)

31st March, 2010 31st March, 2009

Net Sales/Income from Operations excluding Excise & Sales Tax 1258.47 597.43

Gross Profit/(Loss) before Depreciation & Interest 98.89 (63.65)

Less: Depreciation :Interest 11.48 16.15

16.15 14.80

27.63 33.95

71.26 (97.61)

Less: Prior years adjustments 0.20 -

Net Profit/(Loss) before Tax 71.06 (97.61)

Profit/ (Loss) after Tax 71.06 -

Add/(Less) Profit /Loss Brought Forward (382.10) (284:49)

Balance Carried to Balance Sheet (311.04) (382.10)





OPERATIONS:

During the year under review the Company has recorded a total Income of Rs. 1258.47 Lacs as compared to Rs. 597.43 Lacs for the previous year and the Net Profit for the year was Rs. 71.06 Lacs as compared to a Loss of Rs. 97.61 in the previous year.

During the year the Company has collaborated with another Company for the marketing of one of its products, resulting in maximum utilization of plant capacity. Also with the stabilization of the export market the export turnover for another product has also improved. In addition the Import prices for J Acid have stabilized.

Your Company with the help of in-house research has succeeded in improving the yield efficiency by approximately 5%. As a result of all these factors the turnover and profitability have substantially improved and barring unforeseen circumstances your Directors are optimistic about the current year.

DIVIDEND:

In view of the accumulated losses your Directors do not recommend any dividend.

DIRECTORATE:

Mr. Dharmesh Choksi retires by rotation and being eligible offers himself for re-appointment.

FIXED DEPOSIT:

The Company has not accepted any Deposit which attracts the provisions of Section 58A of the Companies Act, 1956.

AUDITORS:

The present statutory auditors M/s K. M. Kapadia & Associates, Chartered Accountants retire at the close of this Annual General Meeting and are eligible for re-appointment. The Company has received the consent and eligibility certificate from them. The Directors therefore recommend the re-appoint- ment of M/s K. M. Kapadia & Associates, Chartered Accountants as Auditors of the Company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) The Directors have selected such accounting polices 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 and of the Profit & Loss 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 the Companies Act, 1956 for safeguarding the assets of the Company 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".

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis. Corporate Governance Report and Auditors Certificate regarding compliance of con- ditions of Corporate Governance form part of this Report.

INDUSTRIAL RELATIONS:

The relations with the employees have remained cordial.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.



For and on behalf of the Board of Director

SUMISH S. MODY ASHA S.MODY

MANAGING DIRECTOR DIRECTOR

Place : Mumbai

Dated : 18th August 2010