undefined share price Directors report


To the Members,

Your directors have pleasure in presenting the Thirty Sixth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2023.

1. FINANCIAL STATEMENTS & RESULTS a. FINANCIAL SUMMARY :

Financial summary and performance highlights of your Company, for the financial year ended 31st March, 2023 are as follows

(Rs. In Lakhs)

Particulars

31st March, 2023 31st March, 2022
Income from Operations & Other income excluding Excise 3663.25 4659.22
&VAT (GST)
Profit/(Loss) before Depreciation & Interest 106.37 305.13
Less: Depreciation & Interest 109.30 116.36

Net Profit / (Loss) before Exceptional items and Tax

(2.93) 188.77

Less: Prior years adjustments, Deferred tax etc.

15.89 47.27

Less: Exceptional items/Prior Period Items

-- --

Net Profit / (loss) after tax

(18.82) 141.51
Net Profits after Dividends (18.82) 141.51
Add/Less: Profit/(Loss) Brought forward 902.33 779.07

Balance carried to Balance Sheet

883.51 902.33

b. OPERATIONS:

Due to the ongoing vulnerabilities of our domestic economy & the global market dislocation including on the back of the COVID-19 pandemic, the Company has recorded lower total income of Rs.3663.25 Lakhs as compared to Rs.4659.22 Lakhs for the previous year and net loss after tax of Rs.18.82 Lakhs for the year as compared to the profits of Rs.141.51 Lakhs in the previous year.

c. FUTURE PROSPECTS:

Looking at the current scenario, the F.Y. 2023-24 will be most challenging year for the Dyes & Dye Intermediate Industry and it all depends upon how the recession and inflationary pressures will affect the industry and on that basis only the market can stabilize. But the Management is hopeful that after fourth quarter of 2023-24, the demand will increase and market will stabilize and pick-up. We anticipate that there will be some growth after fourth quarter of F.Y.2023-24.

d. DIVIDEND: In view of loss for the year, no dividend was recommended by the board of directors

e. CHANGE IN SHARE CAPITAL:

There is no change in the Paid-up Share Capital of the Company as on 31st March, 2023, which 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 C".

h. FINANCE:

Cash and cash equivalents as at March 31, 2023 was Rs.40,69,000/-. 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 arms 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

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 reappointment. Shri. Mahesh Shivram Gharat (DIN: 08272531) and Shri. Nitin Anant Zujam (DIN: 08272546) was appointed as an Independent Director of the Company from 02nd November, 2018 to 01st November,2023. Considering the performance evaluation, contributions to the Company during their first term of office, their background, qualification and experience and based on the recommendation of the Nomination and Remuneration Committee, the Board approved the re-appointment of Shri. Mahesh Shivram Gharat and Shri. Nitin Anant Zujam for the second term commencing from Nov 1, 2023, subject to the approval of the shareholders in the ensuing AGM.

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 thereunder and are independent of the Management.

BOARD EFFECTIVENESS : i. Familiarization Programme For Independent Directors

Pursuant to requirements of the Listing Regulations, the Company has a 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 Companys 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 programme/ 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 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3) 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. VIGIL MECHANISM 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. Shri. Shailesh Palsule Desai, 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 managements 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 2022-23, ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2022-23 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 2022-23 % increase in remuneration in the financial year 2022-23 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 54,90,000 -48.33 20.80:1 The remuneration of the Directors & KMPs is well within the industry

2.

Shri. Miten S Mody– Wholetime Director 15,00,000 0.00 5.68:1 limits and in tandem with the performance of the company

3.

Shri. SudhirMody CFO(KMP) 15,50,000 -29.62 5.87:1

4.

Smt. Nilam P. Bajoria– Company Secretary 1,86,000 5.08 0.70:1

iii. The median remuneration of employees of the Company during the financial year was Rs. 2.64 Lakhs; iv. In the financial year, there was no change in the median remuneration of employees; v. There were 46 permanent employees on the rolls of Company as on 31st March, 2023; vi. Relationship between average increase/ decrease in remuneration and company performance: The Loss before Tax for the financial year ended 31st March, 2023 stood at Rs.2,92,818/- from the profit of Rs.1,88,77,964 /- posted in the same period last year. There was a little change in the median remuneration from 2.27 lakhs to 2.64 lakhs. The average increase in median remuneration was in line with the increase in the inflation for the year. 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. 69,90,000/- for the FY 2022-23 as compared to Rs. 93,00,000/- for the FY 2021-22. Whereas loss before tax stood at Rs. 2,92,818/- from the profit of Rs. 1,88,77,964/- posted in the same period last year. viii. a) Variations in the market capitalization of the Company: The market capitalization as on 31st March, 2023 was Rs. 1,650.49 Lakhs (Rs. 2,889.28 Lakhs as on 31st March, 2022). b) Earnings ratio of the Company was (0.21) as at 31st March, 2023 and was 1.55 as at 31st March, 2022.

ix. Minor increase in the salary of employees due to the increase in inflation is made other than the managerial personnel in the last financial year i.e. 2022-23. 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, 2023, 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. The Remuneration paid to the managerial personnel is well within section II of Part-II of schedule V of the companies (appointment and remuneration of managerial Personnel) Rules,2014, in case of inadequate Profits or loss during the year. xiii. 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 31ST MARCH, 2023:

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, 2023 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, 2023:

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 S DESAI, a 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, 2023 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 Thirty Fifth Annual General Meeting of the Company held on 29th September , 2022 for a period of 5 years i.e. upto conclusion of 40th Annual General Meeting on a remuneration (including terms of payment) fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee, plus applicable taxes, as may be applicable, and reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the Company for the years ending March 31, 2023 upto March 31, 2027.

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:

Shri. Shailesh Palsule Desai, 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. The Board of Directors has in their meeting held on 01st August, 2023 appointed Mr. Mihir Poria as Internal Auditor for the year 2023-24.

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:

The Annual Return for FY 2022-23 as per provisions of the Act and Rules thereto, is available on the Companys website at www.vividglobalinds.com

b. CONSERVATION OF ENERGY: i. Though the Companys 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.14,47,335/-

Earned Rs.15,57,29,923/-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 COMPANYS 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, 2023 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 D, 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 AT WORK PLACE:

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder, 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 Companys 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 Companys operations in future. f. No revision of Financial Statements has been done during the year under review.

7. LISTING OF SHARES

Your Companys 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.

For and on behalf of the Board of Directors

Sd/- Sd/-
SUMISH S. MODY MITEN SUDHIR MODY

Place: MUMBAI

MANAGING DIRECTOR WHOLETIME DIRECTOR

Date: 01.08.2023

DIN:00318652 DIN:02422219

ANNEXURE-A Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: NIL

2. Details of material contracts or arrangement or transactions at arms length basis:

(a) Name(s) of the related party and nature of relationship:

1. Vivid Intermediates Pvt. Ltd. – Associate Company

2. Sumichem Corporation- Partnership Firm (Enterprises over which Key Management Persons have significant influence)

3. Vivid Chemical- Partnership Firm (Enterprises over which Key Management Persons have significant influence) (b) Nature of transactions: Salaries, Job work charges paid, Rent Paid, Reimbursement of expenses & Professional Fees Paid (c) Duration of the transactions: April 2022 - March 2023 (d) Salient terms of the transactions including the value, if any: Salaries, Rent Paid, Reimbursement of expenses, Professional fees paid etc. at arms length basis. (for details of transactions during the year refer Note No. 6 (II) of Financial Statement) (e) Date(s) of approval by the Board, if any: 30/05/2022 (f) Amount paid as advances, if any: NIL

For and on behalf of the Board of Directors

Sd/- Sd/-
SUMISH S. MODY MITEN SUDHIR MODY

Place: MUMBAI

MANAGING DIRECTOR WHOLETIME DIRECTOR

Date: 01.08.2023

DIN:00318652 DIN:02422219

ANNEXURE-B Form No. MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2023

To,

The Members,

Vivid Global Industries Limited,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Vivid Global Industries Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Vivid Global Industries Limited books, papers, minutes book, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minutes book, forms and returns filed and other records maintained by Vivid Global Industries Limited ("the Company") for the financial year ended on 31st March, 2023 according to the provisions of:

1) The Companies Act, 2013 (the Act) and the rules made there under;

2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder. There was no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. f) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021, (No instances for compliance requirements during the year); g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (No instances for compliance requirements during the year); h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, (No instances for compliance requirements during the year); and i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, (No instances for compliance requirements during the year); We have also examined compliance with the applicable clauses of the Listing Obligations entered into by the Company with Bombay Stock Exchange (BSE Limited);

6) Other laws applicable specifically to the Company a) Factory act, 1948; b) The Export and Import Policy of India; c) Hazardous Waste (Management and Handling) Rules, 1989 amended 2000 and 2003; d) Manufacture, Storage and Import of Hazardous Chemical Rules, 1989 amended 2000; e) Chemical Accidents (Emergency Planning, Preparedness and Response) Rules, 1996; f) Public Liability Insurance Act, 1991 amended 1992 and Rules; g) The Gas Cylinder Rules, 2004; h) The Static and Mobile Pressure Vessels (Unfired) Rules, 1981; i) The Merchant Shipping Act, 1958 and amendments; j) Labour Laws and other incidental Laws related to the employees appointed by the Company either on its payroll or on the contractual basis as related to the wages, provident fund, Gratuity, ESIC, Compensation etc; k) Foreign Exchange Management Act, 1999 / Foreign Direct Investment Policy; l) Consumer Protection Act, 1986; m) Acts Specified under the Direct and the Indirect tax; n) Acts prescribed under the Environmental Protection, 15 Acts prescribed under the prevention and control of the pollution; o) General Clauses Act, 1897.

We have relied on the representation made by the Company and its officers for the system and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company as follows:

1) Employees Provident Fund and Miscellaneous Provisions Act, 1952

2) Professional Tax Act, 1975 and Rules

3) Payment of Gratuity Act, 1972

4) Contract Labour (R&A) Act, 1970

5) Employees State Insurance Act, 1948

6) Equal Remuneration Act, 1976

7) Minimum Wages Act, 1948

8) Payment of Bonus Act, 1965

9) Shop and Establishment Act, 1948 10) Income Tax Act, 1961 11) Central Excise Act, 1944

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There are no changes in the composition of the Board of Directors during the period under review and are in compliance with the provisions of the Act.

We also report that as regards to the provisions of notices of board meeting, sending of agenda papers, holding of board meetings as laid down in the Act, are concerned, they are not strictly followed by the company.

Majority decisions are carried through, while the dissenting members views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, there were no major specific events/actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

SD/-

Pankaj S. Desai

Practicing Company Secretary:

ACS No.: 3398

C.P.No.: 4098

Peer Review No.:2702/2022

Place: Mumbai

Date: 01.08.2023

UDIN: A003398E000718706

This report is to be read with our letter of even date which is annexed as Annexure I and forms an integral part of this report.

To,

The Members,

Vivid Global Industries Limited,

Our report of even date is to be read along with this letter.

1 Maintenance of Secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2 We have followed the audit practices and processes as it was appropriate to obtain responsible assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we follow provide a responsible basis for our opinion.

3 We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4 Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5 The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to verification of procedures on test basis.

6 The secretarial audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the management has conducted the affairs of the company.

SD/-

Pankaj S. Desai

Practicing Company Secretary:

ACS No.: 3398

C.P.No.: 4098

Peer Review No.:2702/2022

Place: Mumbai

Date: 01.08.2023

UDIN: A003398E000718706