Vivid Global Industries Ltd Directors Report.

To the Members,

Your directors have pleasure in presenting the Thirty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2020.

1. FINANCIAL STATEMENTS & RESULTS a. FINANCIAL SUMMARY :

Financial summary and performance highlights of your Company, for the financial year ended 31st March, 2020 are as follows ( in Lakhs)

Particulars 31st March, 2020 31st March, 2019
Income from Operations & Other income excluding Excise &VAT (GST) 5,879.44 6148.01
Profit/(Loss) before Interest Depreciation & 374.90 586.82
Less: Depreciation & Interest 155.13 117.13
Net Profit / (Loss) before Exceptional items and Tax 219.77 469.69
Less: Prior years adjustments, Deferred tax etc. 72.12 130.23
Less: Exceptional items/Prior Period Items 61.08 0.01
Net Profit / (loss) after tax 86.57 339.45
Net Profits after Dividends 59.05 284.24
Add/Less: Profit/(Loss) Brought forward 544.03 259.78
Balance carried to Balance Sheet 630.76 544.03

b. OPERATIONS:

Due to the vulnerabilities of our domestic economy & the global market dislocation including on the back of the COVID-19 pandemic in March 2020, the Company has recorded lower total income of 5879.44 Lakhs as compared to 6148.01 Lakhs for the previous year and lower net Profits after tax of 86.56 Lakhs for the year as compared to the profits of339.45 Lakhs in the previous year.

Considering preventive measures to curtail the spread of COVID-19 and in line with the directions issued by the Ministry of Home Affairs, the Company had to temporarily suspend its manufacturing operations from 23rd March, 2020. The detailed impact of Covid-19 pandemic on the business is given below in point no. 8 of this report.

c. FUTURE PROSPECTS:

The Company has initially planned to start production of J. Acid at their Boisar Plant by March or April 2020. But due to the Covid – 19 crisis the Management has decided to stop the manufacturing of this product at the moment and will take the decision when the market situation stabilise.

So, the Company is watching the market requirement and will take further decision with the production of J.Acid with full capacity.

d. DIVIDEND:

Based on the Companys performance, the Directors have declared interim dividends of 0.25 per equity share(i.e.5%) on fully paid up Equity Share of 5/ - (Rupees Five only) each paid during the financial year 2019-2020. The above payment of Interim Dividend be confirmed as Final Dividend for the financial year ended 31st March, 2020.

e. CHANGE IN SHARE CAPITAL:

There is no change in the Paid-up Share Capital of the Company as on 31st March, 2020, which was 4,56,44,350/- comprising of 91,28,870 Shares of 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, 2020 was 1,78,62,609/-. 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

Shri. Dharmesh D. Choksi resigned from the office of Board of director w.e.f. 23rd April, 2019. The Board of directors takes on record the invaluable contributions made by Shri. Dharmesh D. Choksi, as a Director of the company.

Shri. Mahesh Shivram Gharat and Shri Nitin Anant Zujam were appointed as Independent Directors of the company w.e.f. 2nd November, 2018 and Shri. Nainesh Desai was appointed as an Independent Director of members of the company in the Annual thecompanyw.e.f.20thMay,2019 for a period of five

General Meeting held on 30th September, 2019.

As per the provisions of Companies Act, 2013, Shri. Sumish 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 30th July, 2020 and approval of the Board of Directors in its meeting held on 30th July, 2020, the board has revised/ changed the remuneration payable to Shri. Sumish S. Mody, Managing Director, Shri. Miten S. Mody, Whole time Director and Shri. Sudhir Muljibhai Mody, Chief Financial Officer from 1st April, 2020.

The board of directors have in their meeting held on 30th July, 2020 appointed Mrs. Amisha Miten Mody, as Management & HRD consultant as office of place of profit on a remuneration of 1,25,000/- per month.

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 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 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.

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.

The Committee at its meeting held on 30th July, 2020, recommended revision in remuneration payable to Shri. Sumish S. Mody as Managing Director, Shri. Miten Sudhir Mody as Wholetime Director and

Shri. Sudhir Muljibhai Mody, Chief Financial Officer of the Company and the necessary resolution for the said revision in remuneration is 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. 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. 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 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 2019-20, ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2019-20 and the comparison of remuneration of each KMP against the performance of the company are as under:

Sr. Name of the Director/ No. KMP and designation Remune ration of the Director/ KMP for the financial year 2019-20 % increase in remuneration in the financial year 2018-19 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 33,00,000 83.33 24.81:1

The remuneration of the Directors & KMPs is well within the industry limits and in tandem with the performance of the company.

2. Shri. Miten S Mody– Wholetime Director 14,40,000 77.25 10.83:1
3. Shri. Sudhir Mody CFO(KMP) 5,18,400 232.30 3.90:1
4. Smt. Nilam P. Bajoria– Company Secretary 1,38,000 - 1.04:1

iii. The median remuneration of employees of the Company during the financial year was 1.33 Lakhs;

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

v. There were 70 permanent employees on the rolls of Company as on 31st March, 2020;

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

The Profit before Tax for the financial year ended 31st March, 2020 stood at1,58,69,151/-from the profit 4,69,67,807/-posted in the same period last year. There was no change inof 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 47,40,000/- for the FY 2019-20 as compared to 28,20,000/- for the FY 2018-19. Whereas profit before tax stood at 1,58,69,151/- from the profit of 4,69,67,807/- posted in the same period last year.

viii. a) Variations in the market capitalization of the Company: The market capitalization as on 31st March, 2020 was 1,036.13 Lakhs (3,678.92 Lakhs as on 31st March, 2019).

b) Earnings ratio of the Company was 0.95 as at 31st March, 2020 and was 3.72 as at 31st March, 2019.

ix. No increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2019-20.

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, 2020, 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 31ST MARCH, 2020: qualifications, reservation or adverse remark or disclaimer made by statutory auditor in his Thereareno report. The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2020 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, 2020:

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 31stMarch, 2020 in the prescribed

Form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure B".

c. STATUTORY AUDITORS:

At the Companys 30th Annual General Meeting held on 27th September, 2017, M/S Saumil Kapadia & Co., Mumbai, Chartered Accountants (Firm Reg. No. 135970W) has been appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting of the Company

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 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 have in their meeting held on 30th July, 2020 appointed Mr. Stevan L. Mendonca as Internal Auditor for the year 2020-21.

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 2020 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 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 - 59,42,706/-

Earned - 20,16,75,764/-

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: material orders passed by the Regulators or Courts or Tribunals which would There are no significant 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, 2020 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 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. material orders . No significant 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. DISCLOSURE ON IMPACT OF COVID-19 PANDEMIC ON THE BUSINESS AS ADVISED VIDE SEBI CIRCULAR NO SEBI/HO/CFD/CMDI/CIR/P/2020/84 DATED MAY 20, 2020 In accordance with the SEBI Circular, information relating to COVID – 19 impact on the business of the Company is given below:-

Particulars As Per SEBI Circular Dated Details of Disclosures
May 20, 2020
Impact of Covid 19 pandemic on the business The impact on the business has been very pronounced due to National, State and Local Governments Lockdown for almost a period of 4 months
Ability to maintain operations including the Company allowed employees to work from home and thereby
Factories/units/office spaces functioning and closed down the Company has been able to maintain it operations in order to comply with duly applicable legal framework.
Schedule, if any for restarting the operations There was no planned schedule as the lockdowns were not allowing for working as a continuous process industry.
Steps taken to ensure smooth functioning of operations Given the constraints, steps have been taken to mitigate the business and industry specific stress.
Estimation of future impact of COVID-19 on operations The past 4 months experience has shown that the financial year 2020 – 2021 is going to be a very stressful.
Details of impact of COVID-19 Capital The prospects of identifying strategic partners may get delayed up to December 2020 and accordingly there may be delay in infusion of new capital.
Profitability The area is in neutral territory and very tough to get by.
Liquidity Company do not expect any major adverse impact on liquidity from its current position. Company has enough liquidity to sustain its existing operations
Ability to service debts and other financial arrangements Company will be able to meet its debts obligations.
Assets No impact is estimated
Internal Financial reporting and control No impact is estimated
Supply Chain Affected due to transport restrictions and movement of people.
Demand for products and services Demand for products has suffered due to the adverse supply chain impact
Existing contracts/agreements where _ Yes the stress on contracts / obligations exists but so
non-fulfillment of the obligations by any party will have significant impact on the listed entitys business far these factors are not yet disruptive. The next 8 months would reveal the significance and extent of the impact on the companys business.
Other relevant material updates Though the impact of COVID-19 seems to about The following are material updates:-
the listed entitys business (1) The factory has been functioning with just about 45 - 50% normalcy.
(2) The Creditors and Debtors have so far been manageable.

9. 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
MANAGING DIRECTOR WHOLETIME DIRECTOR
DIN: 00318652 DIN: 02422219
REGISTERED OFFICE
D-21/1 M.I.D.C., Tarapur,
Via Boisar, Dist. Palghar ,
Maharashtra – 401506
Dated: 30.07.2020

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 31.03.2020

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 Limiteds 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, 2020 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, 2020 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 there under;

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

4) Foreign Exchange Management Act, 1999 and the rules and regulations made there under. 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, 1992; 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,

2009.

f) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, (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, 2009, (No instances for compliance requirements during the year); and

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, (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 except the following:

The Company has paid Environmental compensation penalty of 36 Lakhs levied by Central Pollution Control Board & 25 Lakhs by Gujarat Pollution Control Board on the Companys factory units at Tarapur & Vapi respectively for operating the factory in violation of the pollution control board guidelines. The remedial actions have there after been undertaken by the company.

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. The changes in the composition of the Board of Directors that took place during the period under review were carried out 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 and properly 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
Place: Mumbai
Date: 30.07.2020
UDIN A003398B000524666

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.

Annexure I (Integral part of Secretarial Audit 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

Place: Mumbai

Date: 30.07.2020

UDIN A003398B000524666

Other General Laws Applicable

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

ANNEXURE-C FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

i CIN: L24100MH1987PLC043911
ii Registration Date: 26/09/1987
iii Name of the Company: VIVID GLOBAL INDUSTRIES LIMITED
iv Category/Sub-category of the Company : Company limited by shares/ Indian Non-Government Company
v Address of the Registered office: D-21/1, MIDC Tarapur, VIA Boisar, Palghar - 401506, Maharashtra
vi Telephone: 022-22619531
vii Email Address: info@vividglobalinds.com
viii Website : http://www.vividglobalinds.com
Whether listed company: YES
Name , Address & contact details of the Registrar & Transfer Sharex Dynamic (India) Pvt. Ltd:
Agent, if any. C 101, 247 Park, L B S Marg, Vikhroli
West, Mumbai - 400083; Tele: 2851
5606/ 5644/ 6338; Web: http://www.
sharexindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

Sl Name & Description of main products/services No NIC Code of the Product /service % to total turnover of the company
1 N.M.J 201 33.24
2 PH J. Acid 201 21.67
3 Sulpho Tobias Acid 201 14.71

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl Name & Address of the No Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
1 Vivid Intermediates Private limited U24110MH1973PTC016578 ASSOCIATE 6.23 2(6)

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) (i) CATEGORY-WISE SHAREHOLDING

Category of Shareholders

No. of Shares held at the beginning of the year i.e. 01.04.2019

No. of Shares held at the end of the year i.e. 31.03.2020

Demat

Physical Total

% of Total Shares

Demat Physical Total

% of Total Shares

% change during the year

A. Promoters
(1) Indian
a) Individual/HUF

3906958.00

0.00 3906958.00

42.800

3906958.00 0.00 3906958.00

42.80

0.000

b) Central Govt.or State Govt.

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

c) Bodies Corporates

588568.00

0.00 588568.00

6.450

588568.00 0.00 588568.00

6.45

0.000

d) Bank/FI

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

e) Any other

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

SUB TOTAL:(A) (1)

4495526.00

0.00 4495526.00

49.250

4495526.00 0.00 4495526.00

49.25

0.000

(2) Foreign
a) NRI- Individuals

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

b) Other Individuals

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

c) Bodies Corp.

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

d) Banks/FI

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

e) Any othe

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

SUB TOTAL (A) (2)

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

Total Shareholding of Promoter

4495526.00

0.00 4495526.00

49.250

4495526.00 0.00 4495526.00

49.25

0.000

(A)= (A)(1)+(A)(2)
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

b) Banks/FI

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

c) Central govt

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

d) State Govt.

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

e) Venture Capital Fund

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

f) Insurance Companies

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

g) FIIs

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

h) Foreign Venture

0.00

0.00 0.00

0.000

0.00 0.00 0.00

0.00

0.000

Capital Funds
i) Others (specify) 0.00

0.00

0.00

0.000 0.00 0.00

0.00

0.00

0.000
SUB TOTAL (B)(1): 0.00

0.00

0.00

0.000 0.00 0.00

0.00

0.00

0.000
(2) Non Institutions
a) Bodies corporates
i) Indian 140658.00

34800.00

175458.00

1.922 111969 34800

146769

1.608

-0.314
ii) Overseas 0.00

0.00

0.00

0.000 0.00 0.00

0.00

0.00

0.000
b) Individuals
i) Individual shareholders holding nominal share capital upto 1 lakhs 2137793

913440

3051233

33.424 2179696 847240

3026936

33.158

-0.266
ii) Individuals shareholders holding nominal share capital in excess of 1 lakhs 1130101

30800

1160901

12.717 1263858 30800

1294658

14.182

1.465
c) Others (specify) 0.00

0.00

0.00

0.000
i) Non Resident Individuals 162704.00

58400.00

221104.00

2.422 84715.00 40600.00

125315.00

1.373

-0.149
ii) Overseas Corporate 0.00

0.00

0.00

0.000 0.00 0.00

0.00

0.000

0.000
iii) Foreign Nationals 0.00

0.00

0.00

0.000 0.00 0.00

0.00

0.000

0.000
iv) Clearing Members 24648.00

0.00

24648.00

0.270 39666.00 0.00

39666.00

0.435

0.165
v)Trusts 0.00

0.00

0.00

0.000 0.00 0.00

0.00

0.000

0.000
vi) Foregin Bodies 0.00

0.00

0.00

0.000 0.00 0.00

0.00

0.000

0.000
SUB TOTAL (B)(2): 3403104.00

1226240.00

4629344.00

50.710 3679904.00 953440.00

4633344.00

50.756

0.040
Total Public Shareholding 3595904.00

1037440.00

4633344.00

50.755 3679904.00 953440.00

4633344.00

50.756

0.001
(B)= (B)(1)+(B)(2)
C. Shares held by Custodian for 0.00

0.00

0.00

0.000 0.00 0.00

0.00

0.000

0.000
GDRs & ADRs
0.000
Grand Total (A+B+C) 7902630.00

1226240.00

9128870.00

100.000 3679904.00 953440.00

9128870.00

100.000

0.000

(ii) SHARE HOLDING OF PROMOTERS

Sl Shareholders Name No.

Shareholding at the beginning of the year i.e. 01.04.2019

Shareholding at the end of the year i.e. 31.03.2020

NO of shares % of total shares of the company % of shares pledged encum- bered to total shares NO of shares % of total shares of the company % of shares pledged encum- bered to total shares % change in share holding during the year
1 SUMISH S MODY 986660 10.808 0 986660 10.808 0 0
2 MEENA SUMISH MODY 806178 8.831 0 806178 8.831 0 0
3 SUDHIR M. MODY 746004 8.172 0 746004 8.172 0 0
4 VIVID INTERMEDIATES PVT LTD 568568 6.228 0 568568 6.228 0 0
5 AMISHA MITEN MODY 531396 5.821 0 531396 5.821 0 0
6 MITEN MODY 520320 5.7 0 520320 5.7 0 0
7 SUDHIR M MODY HUF 270200 2.96 0 270200 2.96 0 0
8 ANSUYA PANKAJ MODY 8800 0.096 0 8800 0.096 0 0
9 SHLOKEE BUILDERS AND 20000 0.219 0 20000 0.219 0 0
DEVELOPERS PVT LTD
10 PANKAJ MULJIBHAI MODY 18800 0.206 0 18800 0.206 0 0
11 PRATIMA D MODI 13600 0.149 0 13600 0.149 0 0
12 DEEPAK 5000 0.055 0 5000 0.055 0 0
Total 4495526 49.25 0 4495526 49.25 0 0.00

(iii) CHANGE IN PROMOTERS SHAREHOLDING-

Sl.

Shareholding at the Beginning of the Year i.e. 01.04.2019

Shareholding at the end of the Year i.e. 31.03.2020

Name of Promoter & Particulars No. of Shares at the beginning /end of the Year % of the Shares of the company Date Increasing/ Decreasing in shareholding Reason No. of shares % of total Shares of the company

NO CHANGE

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sl. No For Each of the Top 10 Shareholders Shareholding at the beginning of the year i.e. 01.04.2019 No.of shares % of total shares of the company Change in Shareholdings (No. of Shares) Increase Decrease Shareholding at the end of the year i.e. 31.03.2020 No.of shares % of total shares of the company
1 DEEPAK NAGJI PATEL 172974 1.89 0 0 172974 1.89
2 CHARU VIJAY SURA 167346 1.83 0 0 167346 1.83
3 ADITI ASHISH TRIVEDI 114000 1.25 0 0 114000 1.25
4 N B VIJAYA KUMAR 99591 1.09 3798 0 103389 1.13
5 NEELAM MUTHA 26600 0.29 47500 0 74100 0.81
6 SEAHORSE INDIA PRIVATE LIMITED 62400 0.68 0 0 62400 0.68
7 PARESH CHANDRKUMAR CHOKSHI 50854 0.56 0 0 50854 0.56
8 HEMLATA SOLANKI 46320 0.51 0 0 46320 0.51
9 SURENDRA KUMAR TULSIAN 38020 0.42 0 0 38020 0.42
10 SANJAY PAREEK 20000 0.22 17448 0 37448 0.41
11 MAHESHKUMAR RAMDAS KANKAREJ 95000 1.04 0 95000 0 0
12 JAINAM UDAY SHAH 42150 0.46 0 42150 0 0
Total 935255 10.24 68746 137150 866851 9.49

(v). Shareholding of Directors & KMP

Sl. For Each of the Directors & KMP Shareholding during the year

Cumulative Shareholding during the year

No.of shares

% of total shares of the company

No of shares

% of total shares of the company

1) SUMISH S MODY
At the beginning of the year i.e. 01.04.2019 986660

10.8

986660

10.8

Increase/Decrease in Shareholding

NA

NA

At the end of the year i.e. 31.03.2020 986660

10.8

986660

10.8

2) SUDHIR M. MODY
At the beginning of the year i.e. 01.04.2019 746004

8.17

746004

8.17

Increase/Decrease in Shareholding

NA

NA

At the end of the year i.e. 31.03.2020 746004

8.17

746004

8.17

3) MITEN MODY
At the beginning of the year i.e. 01.04.2019

520320

5.70

520320

5.70
Increase/Decrease in Shareholding

NA

NA

At the end of the year i.e. 31.03.2020

520320

5.70

520320

5.70
4) MEENA SUMISH MODY
At the beginning of the year i.e.

806178

8.83

806178

8.83
01.04.2019
Increase/Decrease in Shareholding

NA

NA

At the end of the year i.e. 31.03.2020

806178

8.83

806178

8.83

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebted- ness
Indebtness at the beginning of the financial year
i) Principal Amount 18596464 0 0 18596464
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 18596464 0 0 18596464
Change in Indebtedness during the financial year
Additions 74856 0 0 74856
Reduction 2321593 0 0 2321593
Net Change -2246737 0 0 -2246737
Indebtedness at the end of the financial year
i) Principal Amount 16349727 0 0 16349727
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 16349727 0 0 16349727

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole time director and/or Manager:

Sl. Particulars of Remuneration No 1 Gross salary Name of the WTD Mr. Miten Sudhir Mody Managing Director Mr. Sumish Sudhir Mody Total Amount
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 1440000 3300000 4740000
(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 0 0 0
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 0 0 0
2 Stock option 0 0 0
3 Sweat Equity 0 0 0
4 Commission as % of profit others, specify 0 0 0
5 Others, please specify 0 0 0
Total (A) 1440000 3300000 4740000

B. Remuneration to other directors:

Sl. Particulars of Remuneration Name of the Directors Total Amount
No
1 Other Executive Directors NA
(a) Salary as per provisions 0 0
contained in section 17(1) of the
Income Tax. 1961.
(b) Value of perquisites u/s 17(2) of 0 0
the Income tax Act, 1961
(c) Profits in lieu of salary under 0 0
section 17(3) of the Income Tax
Act, 1961
Stock option
Sweat Equity 0 0
Commission as % of profit others, 0 0
specify
Others, please specify 0 0
Total (1) 0 0
2 Independent Directors/Non Executive Directors Mrs. Meena Mody Mr. Dharmesh Shirendra Choksi (Resigned on 23/04/2019) Mr. Nainesh Desai (Appointed on 20/05/2019) Mr. Mahesh Shivram Gharat Mr. Nitin Anant Zujam Total
Executive Director

Non- Independent Non-Executive Directors

(a) Fee for attending board / committee meetings 25000 0 20000 25000 25000 95000
(b) Commission 0 0 0 0 0 0
(c) Others, please specify. 0 0 0 0 0 0
Total (2) 0 0 0 0 0 0
Total (B)=(1+2) 0 0 0 0 0 0
Total Managerial Remuneration 25000 0 20000 25000 25000 95000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. Particulars of Remuneration

No.

Key Managerial Personnel

1 Gross Salary CFO CS Total
MR. SUDHIR MRS.NILAM
MULJIBHAI PRADEEP
MODY BAJORIA
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961. 518400 160000 678400
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 0 0 0
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 0 0 0
2 Stock Option 0 0 0
3 Sweat Equity 0 0 0
4 Commission as % of profit others, specify 0 0 0
5 Others, please specify 0 0 0
Total 518400 160000 678400

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/NCLT/ Court) Appeall made if any (give details)
A. COMPANY
Penalty 0 0 0 0 0
Punishment 0 0 0 0 0
Compounding 0 0 0 0 0
B. DIRECTORS
Penalty 0 0 0 0 0
Punishment 0 0 0 0 0
Compounding 0 0 0 0 0
C. OTHER OFFICERS IN DEFAULT
Penalty 0 0 0 0 0
Punishment 0 0 0 0 0
Compounding 0 0 0 0 0