To, The Members,
Vidhi Specialty Food Ingredients Limited
Your Directors are presenting the Thirtieth Annual Report on the
business and operations of your Company together with the Audited Financial Statement for
the financial year ended March 31, 2023.
1. Financial Summary or Highlights:
The financial highlights of the Company are as follows:
(Rs. in Lakhs)
Particulars |
Current Year |
Previous Year |
|
2022-23 |
2021-22 |
Total Income |
40,520.28 |
53,843.84 |
Total Expenditure (excluding Depreciation |
35,188.79 |
45,631.47 |
and exceptional item) |
|
|
Profit for the year before providing |
5,331.49 |
8,212.37 |
Depreciation and exceptional item |
|
|
Less: Depreciation |
336.04 |
297.01 |
Less: Exceptional Items |
Nil 336.04 |
Nil 297.01 |
Profit before Tax |
4,995.45 |
7,915.36 |
Less: Provision for Taxation |
|
|
Current Year |
1265.00 |
1960.00 |
Earlier Year |
Nil |
Nil |
Deferred Tax |
(55.05) |
79.50 |
|
1,209.95 |
2,039.50 |
Profit after Tax |
3,785.50 |
5,875.86 |
Add: Other Comprehensive Income |
3.25 |
9.31 |
Total Comprehensive Income |
3,788.75 |
5,885.17 |
Add: Profit brought forward from Previous |
18,803.13 |
13,806.15 |
Year |
|
|
Total Profit in Balance Sheet |
22,591.88 |
19,691.32 |
Less: Appropriation |
|
|
Dividend Paid |
399.56 |
299.67 |
Transfer to General Reserve |
0.00 |
588.52 |
Dividend Distribution Tax |
0.00 |
0.00 |
Transitional Provisions (Ind-AS 116) |
0.00 |
0.00 |
Balance Profit carried to Balance Sheet |
22,192.32 |
18,803.13 |
2. Financial Performance, Operations and State of the Company's
affairs:
The financial performance of the Company, during the year under review,
is described as follows -(Rs. In Lakh)
Sr. No. |
Particulars |
As on March 31, 2022 |
As on March 31, 2023 |
Increase / (Decrease) (in %) |
1. |
Total Income |
53,843.84 |
40,520.28 |
(24.74%) |
2. |
Profit Before Tax |
7,915.36 |
4,995.45 |
(36.89%) |
3. |
Profit After Tax from continuing operations |
5,875.86 |
3,785.50 |
(35.57%) |
The financial performance is discussed in detail in the Management
Discussion and Analysis Report which forms part of the Annual Report.
The Company has manufactured 4250.02 MT of food colours against 3573.81
MT in the previous year. Your
Directors assure to increase the revenue in coming years with
commencement of production at Dahej Plant in near future. The Board strive for bright
future for your Company with overall growth in turnover as well as profit with expansion
of its production facility.
3. Change in the nature of business, if any:
The Company is engaged in the business of manufacturing and trading in
synthetic food colours and chemicals. There was no change in nature of business activity
during the year.
4. Dividend:
Your Directors are pleased to recommend a final dividend of Rs. 0.40/-
(Rupees Forty Paisa Only) per equity share of Rs. 1/- each fully paid up (i.e. 40%) for
the financial year ended March 31, 2023. The total outflow on account of final
dividendwillbe Rs. 199.78 Lakhs. The dividend payment is subject to the approval of the
Members at the ensuing Annual General Meeting (AGM') and be paid to the Members
whose names appear in the Register of Members/Beneficial Holders as on Book Closure Date
fixed for the said purpose. The dividend, if declared at the AGM, would be paid/dispatched
within thirty days from the date of declaration of dividend to those persons or their
mandates:
whose names appear as beneficial owners as at the end of the business
hours on Friday, September 22, 2023 in the list of the BeneficialOwners to be obtained
from the Depositories, i.e. National Securities Depository Limited [NSDL] and Central
Depository Services (India) Limited [CDSL], in respect of the shares held in
electronic/dematerialized mode; and
whose names appear as Members in the Register of Members of the
Company as on Friday, September 22, 2023 in respect of the shares held in physical mode.
In line with our focus on enhancing shareholder returns and in view of
the Company's strong cash generation and positive growth momentum, the Board of
Directors had decided to distribute profits to its Members and accordingly the Board of
Directors had declared interim dividend during the financial year 2022-23 as given below:
Type of Dividend |
Date of Board Meeting |
Rate of Dividend |
Per share Dividend |
Total Outflow |
1st Interim Dividend |
November 11, 2022 |
40% per share |
Rs. 0.40/- per share |
Rs.199.78 Lakhs |
Total dividend pay out for the year 2022-23 (including final dividend
to be declared in the ensuing AGM) is Rs. 0.80/- per equity share of Rs.1/- each against
Rs.0.80/- per equity share for previous year.
5. Reserves:
The Board, during the year under review, has transferred Nil (PY Rs.
588.52 lakhs) amount to General Reserves.
6. Investor Education and Protection Fund (IEPF):
Pursuant to the applicable provisions of the Companies Act, 2013
("the Act"), read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are
required to be transferred by the Company to the IEPF after the completion of seven years.
Further, according to the IEPF Rules, the shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more shall also be transferred
to the demat account of the IEPF Authority. Since last Board Report, the Company has
transferred the unclaimed and unpaid dividend amount in IEPF as per details given below:
Dividend type |
Dividend declaration date |
Amount transferred to IEPF
(In Rs.)* |
Dividend Transferred to
IEPF on |
Number of shares
transferred |
1. 1st Interim Dividend for FY
2015-16 |
August 12, 2015 |
84,381.20/- |
October 10, 2022 |
20 |
2. Final Dividend for FY 2014-15 |
September 16, 2015 |
99,588/- |
November 10, 2022 |
1,000 |
3. 2nd Interim Dividend for FY
2015-16 |
November 14, 2015 |
1,10,204.00/- |
December 28, 2022 |
1 |
4. 3rd Interim Dividend for FY
2015-16 |
February 09, 2016 |
1,16,986.20/- |
March 28, 2023 |
6 |
Total |
|
4,11,159.40/- |
|
1,027 |
*Amount deposited in IEPF for above mentioned Dividend is Rs.
84,381/-, 99,588/-,Rs. Rs. 1,10,204/- and Rs. 1,16,986/- as, by default, challan on MCA
got generated after rounding off.
As per the requirements of the IEPF Rules, the Company has transferred
1,027 Equity Shares on which dividends were unclaimed for seven consecutive years.
Further, the details of unclaimed dividend and due dates for transfer of unclaimed
dividend to IEPF account has been given in Notes to the Notice calling Thirtieth
AGM and are also available on our website, at https://vidhifoodcolors.com/investor-relation/unclaimed-dividends/
7. Details of the Subsidiaries, Joint Ventures or Associate
Companies:
The Company has a Wholly-owned Subsidiary, Arjun Food Colorants
Manufacturing Private Limited, as on
March 31, 2023. However, the Company did not have any Joint Venture or
Associate Company during the year under review. During the year under report no Company
become or ceased to be Subsidiary, Joint Ventures or Associate Companies.
Arjun Food Colorants Manufacturing Private Limited did not have any
business operation during the year 2022-23. Hence, there was no income from operation.
However, the Company has incurred total expenses of Rs. 3.50/- lakhs during the year as
compared to expenses of Rs. 7.09/- lakhs in the previous year. The Loss after tax of the
Company during the year was Rs. 3.50/- lakhs as compared to Loss after Tax of Rs. 7.09/-
lakhs in the previous year. Since there was no business income, the said Company has not
contributed to the turnover/ performance of the Company but due to losses, it has
negatively impacted on consolidated profits of the
Company.
As required pursuant to firstproviso to sub section (3) of section 129
read with Rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 forms part of this
report, appended as Annexure A
Further, pursuant to the provisions of Section 136 of the Act, the
Standalone as well as Consolidated financial statements of the Company along with and all
other documents required to be attached thereto and separate audited financial statement
in respect of the subsidiary is available on the website of the Company at https://
vidhifoodcolors.com/INVPDFDocs/SubsidiariesFinancials/2022-23/Financial%20Statements_Arjun%20
Food%20Colorants%20Private%20Limited_2022-23.pdf
8. Deposits:
During the year the Company has not accepted any Deposits falling
within the preview of Chapter V of the Companies Act, 2013 and Rules made there under.
However, the Company has taken unsecured loan from Directors. As per the requirement of
proviso to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the
details of money accepted by the Company from the Directors during the Financial Year
2022-23 are mentioned below:
Sr. No. |
Name of lender |
Designation |
Particulars |
Amount (in Rs.) |
1. |
Mr. Bipin Madhavji Manek
(DIN: 00416441) |
Managing Director |
Opening |
70,00,000/- |
Total Addition |
0.00/- |
Total payment |
70,00,000/- |
Closing |
0.00/- |
2. |
Mr. Mihir Bipin Manek (DIN:
00650613) |
Joint Managing Director |
Opening |
3,86,90,000/- |
Total Addition |
0.00/- |
Total payment |
3,86,90,000/- |
Closing |
0.00/- |
3. |
Mrs. Pravina Bipin Manek
(DIN: 00416533) |
Non-Executive Director |
Opening |
2,95,00,000/- |
Total Addition |
0.00/- |
Total payment |
2,95,00,000/- |
Closing |
0.00/- |
9. Directors and Key Managerial Personnel:
As on the date of this Report, your Company had Nine (9) Directors
consisting of 5 (Five) Independent Directors including 1 (One) Independent Woman Director,
3 (Three) Executive Directors and 1(One) Non-Executive Woman Director (Promoter).
In pursuance of the provisions of Section 152(6) of the Act and
Articles of Association of the Company, Mihir B. Manek (DIN: 00650613) retires by rotation
from the Board in the ensuing AGM and, being eligible for reappointment, has offered
himself for reappointment. The Board of Directors recommends his re-appointment to the
Members of the Company.
A resolution seeking shareholders' Approval for his re-appointment
along with other required details forms part of the Notice convening 12th AGM.
Mr. Ashit Kantilal Doshi (DIN: 08486679) who was appointed by the Board
of Directors as an Additional Independent Director of the Company w.e.f. June 20, 2019 for
a period of five years and who holds office of
Independent Director up to June 19, 2024.
In terms of Section 149 and other applicable provisions of the Act, Mr.
Ashit Kantilal Doshi (DIN: 08486679), being eligible, is proposed to be re-appointed as
Independent Director on the recommendation of the
Nomination & Remuneration Committee and on the basis of the outcome
of his performance evaluation up to the Financial Year 2022-23, for a second term of 5
(five) consecutive years commencing from June 20, 2024 up to June 19, 2029 subject to the
approval of the Members by passing Special Resolution.
The details of Directors or Key Managerial Personnel who were appointed
or have resigned during the year are as follows:
Ms. Priyanka Suresh Soni (Membership No.: A63701) Company Secretary
& ComplianceOfficer of the
Company, had resigned from the Company w.e.f. December 10, 2022.
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors in its Meeting held on February 10, 2023 had appointed
Ms. Vishakha Pandya (Membership No.: A59436) as Company Secretary & Compliance Officer
of the Company.
Mr. Vijay Atre (DIN: 00416853), Non- Executive Director of the Company,
had resigned from the Board of
Directors of the Company w.e.f. August 31, 2022.
In the 29th AGM Mrs. Pravina Bipin Manek (DIN: 00416533) and
Mrs. Vidhi Harsh Parekh (DIN: 07584061) were re-appointed as Director pursuant to Section
152(6) of the Act.
The Board of Directors in their meeting held on August 12, 2022 has
re-appointed Mr. Bipin Madhavji Manek (DIN: 00416441) as Managing Director for a period of
five years w.e.f. November 01, 2022 on existing terms and conditions. The said
re-appointment was approved by the Members in the 29th AGM.
The Company has received declarations from all the Independent
Directors of the Company pursuant to the provisions of Section 149(7) of the Companies
Act, 2013 along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations stating that they meet the
criteria of independence as provided under the Act and the Listing Regulations and that
they are not disqualified to become Directors under the Act; and in the opinion of the
Board of Directors, all the Independent Directors fulfill provided under the Act read with
the Listing Regulations and that they are independent of the Management.
Further, at the time of the appointment of an Independent Director, the
Company issues a formal letter of appointment out lining his role, function, duties and
responsibilities. The format of the letter of appointment is available on our website at https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20
Polices/14.%20Terms%20&%20Conditions%20of%20ID.pdf
Brief resume and other details of the Director proposed to be
re-appointed, as stipulated under the Listing Regulations and Secretarial Standard-2, has
been furnished separately in the Notice convening the AGM read with the Annexure thereto
forming part of this Annual Report.
Pursuant to the provisions of Section 203 of the Act following persons
are designated as Key Managerial Personnel (KMP) as on March 31, 2023:
Mr. Bipin Madhavji Manek(DIN: 00416441),Chairman and Managing
Director
Mr. MiteshDineshManek,ChiefFinancialOfficer
Ms. Vishakha Pandya (Membership No. A59436), Company Secretary and
Compliance Officer of the
Company
Note: Ms. Priyanka Suresh Soni (Membership No. A63701), Company
Secretary, acted as the Secretary and
2022 ComplianceOfficertill theclosing hoursof December 10,
10. Board Evaluation:
The Board of Directors is committed to continued improvement in its
effectiveness. Accordingly, formal evaluation of Board's, it's Committee and
Directors performance is carried out annually. This was designed to ensure, amongst other
things, that the Board, its Committees and each Director continue to contribute
effectively.
As per Section 134(3)(p) of the Act, a statement indicating the manner
in which formal annual evaluation was made by the Board of their performance and that of
its Committees and individual Directors, has to be furnished to the Members as part of the
Board's Report.
As per provisions of Section 178(2) of the Act, Nomination and
Remuneration Committee shall specify the manner for effective evaluation of performance of
Board, its Committees and individual Directors to be carried out. Further, the Independent
Directors, as part of their mandate under Schedule IV of the Act, need to make an
evaluation of performance of the Board, it's Committee and constituents of the Board
apart from their self-evaluation. Under this process, a structured questionnaire was
prepared after taking into consideration inputs received from the Directors, setting out
parameters of evaluation; the questionnaire for evaluation are to be filled in,
consolidated and discussed with the Chairman. The evaluation by the Independent Directors
has been undertaken at their meeting held on February 10, 2023. The Board of Directors
undertook evaluation of Independent Directors at their meeting held on February 10, 2023
and placed on its record that the
Independent Directors have the requisite qualification, expertise and
track record for performing their duties as envisaged under the Law, and they add value in
the decision making process of the Board.
The criteria for evaluation of performance of Directors, the Board as a
whole and the Board's Committee, as specified by Nomination and Remuneration
Committee, are summarized in the table given below:
Evaluation of |
Evaluation by |
Criteria |
Non-Independent Director (Executive) |
Independent Directors |
Transparency, Leadership
(business and people), Governance and Communication |
Non-Independent Director (Non-Executive) |
Independent Directors |
Preparedness, Participation,
Value addition, Governance and Communication |
Independent Director |
All other Board Members |
Preparedness, Participation,
Value addition, Governance and Communication |
Chairman |
Independent Directors |
Meeting dynamics, Leadership
(business and people), Governance and Communication |
Committees |
Board Members |
Composition, Process and Dynamics |
Board as a whole |
Independent Directors |
Composition, Process and Dynamics |
11. Board Familiarization Program:
At the time of appointment of Independent Director, through the
induction process, he/she is familiarized with the Company, the Director's roles,
rights and responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company, etc. A presentation is made before the
Board Members on the Board Meeting date covering various areas
including business, strategy, financial performance and forecast, compliances/regulatory
updates, audit reports, risk assessment and mitigation, industry, roles, rights,
responsibilities of Independent Directors, etc. The Familiarization Program aims to
provide insights into the Company to enable the Independent Directors to understand its
business in depth and contribute significantly to the Company. All Independent Directors
attended the orientation and familiarization programs held during the financial year
2022-23.
The details of training and familiarization programs are available on
our website at https://vidhifoodcolors. com/investor-relation/codes-policies/
12. Policy on the Directors' appointment and remuneration:
The Company's Policy on the Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of Directors and other matters as provided under section 178 of the Act is
annexed to this Report as Annexure B to this Report.
13. Number of meetings of the Board of Directors:
The Board of Directors met Four (4) times during the Financial Year
under review. The intervening gap between any two meetings was not more than 120 days as
prescribed under the Act. Details of the dates of Board Meetings and the attendance of the
Directors at the Board Meetings are provided separately in the
Report on Corporate Governance.
14. Committees of the Board:
As on March 31, 2023, the Board had five Committees namely, Audit
Committee, Nomination and Remuneration
Committee, Stakeholder's Relationship Committee, Corporate Social
Responsibility Committee and Risk Management Committee.
The Composition of all the Committees is in line with the requirement
of the Act and the Listing Regulations.
During the year, all the recommendations made by the Committees were
accepted by the Board.
A detailed note on the composition, number and dates of meetings held
and attendance of Committee Members for the Audit Committee, Nomination and Remuneration
Committee, Stakeholder's Relationship Committee and Risk Management Committee is
provided separately in the Report on Corporate Governance.
15. Corporate Social Responsibility Committee (CSR Committee):
Since net profit of the Company is in excess of Rs. 5 Crores, the
provisions of Section 135 of the Act regarding
Corporate Social Responsibility became applicable to the Company. The
constitution, composition, quorum requirements, terms of reference, role, powers, rights
and obligations of CSR Committee are in conformity with the provisions of Section 135 and
all other applicable provisions of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and all other applicable Rules made under the Act.
The CSR Committee comprises of the following Directors as on the date
of this Report:
Name |
Designation |
Category |
Mr. Prafullachandra Anantlal Shah (DIN:
00417022) |
Chairman |
Non-Executive, Independent |
Mr. Nirenbhai Dinkerrai Desai (DIN: 01978382) |
Member |
Non-Executive, Independent |
Mr. Rahul Chakradhar Berde (DIN: 06981981) |
Member |
Non-Executive, Independent |
4 (Four) Committee Meeting were held during the financial year under
review, on May 12, 2022, August 12,
2022, November 11, 2022 and February 10, 2023.
Brief description of terms of reference of the Committee inter-alia
includes:
formulate and recommend to the Board of Directors (Board), a
Corporate Social Responsibility (CSR)
Policy which shall indicate the activities to be undertaken by the
Company as specified in Schedule VII of the Act;
formulate and recommend to the Board, an annual action plan in
pursuance of its CSR policy.
recommend the Board alteration in annual action plan at any time during
the financialyear with reasonable justification.
Recommend CSR activities;
recommend to the Board the amount of expenditure to be incurred on the
CSR activities; monitor the CSR Policy of the Company from time to time;
institute a transparent monitoring mechanism for implementation
of the CSR projects or programs or activities undertaken by the Company; and carry out any
other functions as authorized by the Board from time to time or as enforced by statutory/
regulatory authorities.
CSR Policy development and implementation:
The CSR Policy of the Company is available on the Company's
website at: https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/4.%20CSR%20Policy.pdf
Annual Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy)
Rules, 2014 has been appended as Annexure C to this
Report.
16. Vigil Mechanism:
The Company has a Whistle Blower Policy'/Vigil
Mechanism' in place as per Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations. The objective of the Vigil Mechanism is to provide the employees,
Directors, customers, contractors and other stakeholders of the Company
an impartial and fair avenue to raise concerns and seek their redressal, in line with the
Company's commitment to the highest possible standards of ethical, moral and legal
business conduct and fair dealings with all its stakeholders and constituents and its
commitment to open communication channels. The Company is also committed to provide
requisite safeguards for the protection of the persons who raise such concerns from
reprisals or victimization, for whistleblowing in good faith. The Board of Directors
affirms and confirms that no personnel have been denied access to the Audit Committee. The
Policy contains the provision for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases.
Vigil Mechanism cum Whistle Blower Policy is available on the
Company's website at: https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/13.%20Vigil%20Mechanism%20
Cum%20Whistle%20Blower%20Policy.pdf
17. Audit Report: a) Statutory Audit Report:
The financial statements of the Company have been prepared in
accordance with Indian Accounting Standards (IndAS) notified under section 133 of the Act.
The Company has received an unmodified opinion in the Auditors' Report for the
financial year 2022-23.
b) Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the financial year 2022-23 and issue
Secretarial Audit Report. Secretarial Audit Report issued by M/s. Hemanshu Kapadia &
Associates for the financial year 2022-23, on August 11, 2023, in Form MR-3 forms part of
this report and annexed hereto as Annexure D.
The Secretarial Auditor has qualified the Secretarial Audit Report. The
observations of the Secretarial
Auditors and the reply of the Management for the same are as under:
Sr. No. |
Secretarial Auditors' Observations |
Reply from the Management |
1. |
Ms. Priyanka Suresh Soni, Company Secretary
and Compliance Officer of the Company had resigned w.e.f. closing working hour of December
10, 2022. The Company has appointed Ms. Vishakha Shashikantbhai Pandya, Company Secretary,
as Compliance Officer of the Company w.e.f. February 10, 2023. Hence, there was no
Compliance Officerduring the period from closure of working hour of December 10, 2022till
February 09, 2023. |
The SEBI Listing Regulation does not
prescribe time limit within which the Company Secretary/Compliance Officer to be
appointed. However, Section 203(4) of the Companies Act, 2013 provide 6 months' time
to fill the casual vacancy in the office of Company Secretary. Accordingly, the
appointment of Company Secretary was made w.e.f. 10.02.2023, which was within 6 months
from the date of creation of vacancy. |
2. |
The Company has processed a request for
Duplicate cum Name Change of Share Certificate for 14000 Equity Shares after Stipulated
time. |
Request received from shareholder is for
Issuance of Duplicate cum name change of share certificate(s). As RTA inform this process
involves many legal formalities and its time consuming due to this RTA took a time to
proceed this request. |
3 |
The Company has not deposited the amount of
dividend within 5 day from the date of declaration to separate account for the 1st Interim
Dividend for the financial year 2022-23 declared in the Board Meeting held on November 11,
2022. The Company had deposited the amount of Dividend in separate account on November 17,
2022, i.e. on 7th days from the Board Meeting dated November 11, 2022. |
Immediately after the Board and Annual
General Meeting, as the case may be, the Company has submitted the documents to the Bank
for opening of Bank account but due to Bank holidays, the Bank took time in opening
dividend accounts which caused delay. As soon as the dividend accounts were opened, the
requisite dividend amount was ndeposited in the respective dividend accounts. |
4. |
The Company has not submitted financial
results for the quarter ended June 30, 2022 with National Stock Exchange within 30 minutes
of conclusion of Board Meeting but it was submitted on September 09, 2022. |
Based on the e-mail received from NSE dated
13.07.2022, which specifically mentioned that the filing of Quick Results is no longer
required and filing of Outcome of Board meeting is sufficient to achieve compliance under
Schedule III of Listing Regulations, the Company has not uploaded the Financial Results
(in PDF) for the quarter ended 30.06.2022 on NSE portal. Further, the tab Quick
Results' was also removed from NSE NEAPS Portal. In Seminars conducted by NSE, it was
informed that quick results is no longer required and only outcome would achieve the
compliance. After notice was received from NSE, within 2 hours Company submitted the said
results on NSE on 09.09.2022. The Company has filed waiver application with NSE on
20.09.2022, which is pending for disposal with NSE. |
18. Auditors: a) Statutory Auditors:
On the recommendation of the Audit Committee and the Board, the Member
in their Twenty-Ninth AGM had appointed M/s. Bhuta Shah & Co. LLP, Chartered
Accountants (Firm Registration No.: 101474W/ W100100) as the Statutory Auditors of the
Companytoholdoffice years from the conclusion of the Twenty-Ninth AGM of the Company till
the conclusion of the Thirty-Fourth AGM to be held for the financial year. 2026-27 b)
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the
basis of the recommendation of the
Audit Committee, the Board in their meeting held on May 26, 2023 had
appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries (FCS:
3477 and C.P. No.: 2285), to undertake the Secretarial Audit of the Company for the
financial year 2023-24 and issue Secretarial Audit Report as required under the Act. c)
Internal Auditors:
Pursuant to the provisions of Section 138 of the Act read with Rule 13
of Companies (Accounts) Rules, 2014 and on the basis of the recommendation of Audit
Committee, the Board of Directors in their meeting held on May 26, 2023 had appointed M/s.
Jayesh Kothari & Co., Chartered Accountants, (FRN: 148528W) as the Internal Auditors
of the Company for the financial year 2023-24.
19. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The information as per Section 134(3)(m) of the Act read with the
Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology
Absorption & Foreign Exchange Earnings and Outgo are given in Annexure E
to this Report.
20. Managerial Remuneration and Particulars of Employees:
The information required to be disclosed with respect to the
remuneration of Directors and KMPs in the
Board's Report pursuant to Section 197 of the Companies Act, 2013,
read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for
the financial year 2022-23, is appended as Annexure F to the Board's
Report.
The names of top ten employees of the Company in terms of remuneration
drawn as required pursuant to
Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3)
of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 for the financialyear
2022-23, is appended as Annexure F to the Board's Report.
No Managing Director or Whole-time Director of the Company were paid
any remuneration or commission from any of its Subsidiary Company.
21. Annual Return:
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual
Return is placed on website of the Company and which shall be treated as part of this
Report. The link is as follows: https://vidhifoodcolors.com/INVPDFDocs/4.%20Annual%20Reports/2022-23/1.%20Form_MGT_7_Vidhi_
March%2031,%202023.pdf
22. Share Capital & Listing of Securities:
During the financial year under review, the Company has not issued: any
equity shares with differential rights as to dividend, voting or otherwise;
any equity shares (including sweat equity shares) to employees of the
Company under any scheme; and any sweat equity shares.
The Company's equity shares are listed on BSE Ltd. (BSE) and
National Stock Exchange of India Limited (NSE). The stock code of the Company at BSE is
531717 and the symbol for NSE is VIDHIING.
23. Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the financial year under
review as stipulated under regulation 34 of the Listing Regulations is set out in a
separate section forming part of the Annual Report.
24. Corporate Governance:
The Company is adhering to good corporate governance practices in every
sphere of its operations. The Company has taken adequate steps to comply with the
applicable provisions of Corporate Governance as stipulated under the Listing Regulations.
A separate Report on Corporate Governance is enclosed as a part of the Annual
Report alongwiththeCertificatefrom the Practicing Company Secretary on Corporate
Governance.
25. Directors' Responsibility Statement:
As stipulated under section 134(3)(c) read with Section 134(5) of the
Act, your Directors hereby state and confirm that: a) in the preparation of the annual
accounts for the financial year ended on March 31, 2023, the applicable accounting
standards have been followed and that there are no material departures from the same; b)
they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year ended on March 31,
2023 and of the profit and loss of the Company for that period; c) they have taken proper
and sufficient care accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d) they have prepared the annual accounts on a going concern basis; e)
they have laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively during the financial year ended
March 31, 2023; and f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively
during the financial year ended March 2023 . 31,
26. Particulars of Contracts and arrangements with related parties:
During the financial year under review, the Company has not entered
into any contracts/arrangements/ transactions with related parties which could be
considered material in accordance with the Company's
Policy on materiality of related party transactions. All
contracts/arrangements/transactions entered into by the Company during the financial year
under review with related parties were in the ordinary course of business and on an
arm's length basis but not material in nature. Accordingly, the disclosure of related
party transactions to be provided under section 134(3)(h) of the Act in Form AOC 2 is not
applicable.
The details of transactions entered into with related parties, as per
Accounting Standards, are disclosed in the
Note No. 28 of the Financial Statement.
The Company's Policy on Materiality of related party transactions
and dealing with related party transactions is available on the Company's website at:
https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/11.%20Policy%20on%20
Related%20Party%20Transactions.pdf
27. Particulars of loans given, investments made, guarantees given and
securities provided:
During the year under Report the Company has not given any loan,
except, loan to employees and loan to Wholly-owned Subsidiary Company for working capital,
or given guarantee or provided securities as covered under section 186 of the Act.
Further, the Company has not made any fresh investment during the year. However, the
investment made in previous years in the Subsidiary Company is continuing.
The details of loan given and Investment made by the Company have been
given in note no. 5 of the Financial
Statement.
28. Risk Management:
The Company is exposed to inherent uncertainties owing to the sector in
which it operates. A key factor in determining a Company's capacity to create
sustainable value is the risks that the Company is willing to take (at strategic and
operational levels) and its ability to manage them effectively. Many risks exist in a
Company's operating environment and they emerge on a regular basis. The
Company's Risk Management process focuses on ensuring that these risks are identified
on a timely basis and addressed.
The Risk Management Committee (RMC') of the Board provides
oversight and sets the tone for implementing the Enterprise Risk Management
("ERM") framework across the organization. It reviews the status of key risks,
progress of ERM implementation across locations and any exceptions as flagged to it, on
periodic basis.
The Committee oversees enterprise risk management framework to ensure
execution of decided strategies with focus on action and monitoring risks arising out of
unintended consequences of decisions or actions and related to performance, operations,
compliance, incidents, processes, systems and transactions are managed appropriately. The
Company believes that the overall risk exposure of present and future risks remains within
risk capacity.
During the year under Report, the Company is keeping track to
proactively manage risks and ensure health and safety of employees, while simultaneously
ensuring growing business operation without any interruption.
29. Internal Financial Controls with reference to the Financial
Statement:
The Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets ,the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information.
The Company has in place adequate internal financial controls with
reference to financial statements. The Company's internal control systems, including
internal financial controls, are commensurate with the nature of its business and the size
and complexity of its operations and the same are adequate and operating effectively.
These systems are periodically tested and no reportable material weakness in the design or
operation was observed. The Audit Committee reviews adequacy and effectiveness of the
Company's internal control system including internal financial controls.
30. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
Your Company has always believed in providing a safe and
harassment-free workplace for every individual working in the Company. The Company has
complied with the applicable provisions of the aforesaid Act, including constitution of
the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary and trainees) are covered under this Policy. The Policy
is gender neutral. We are pleased to inform you that no complaints pertaining to sexual
harassment were received during the Financial Year 2022-23 and pending as on March 31,
2023.
31. Secretarial Standards:
The Company has complied with all the applicable Secretarial Standards
issued by the Institute of Company Secretaries of Indiaandnotified . bythe Central
Government
32. Cost Records:
As per Section 148(1) of the Act read with the Companies (Cost Records
and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products
manufactured by the Company.
33. Business Responsibility and Sustainability Reporting (BRSR):
The Listing Regulations mandate the inclusion of the Business
Responsibility and Sustainability Reporting (BRSR) from 2022-23 in lieu of the Business
Responsibility Report (BRR) as part of the Annual Report for the top 1,000 listed entities
based on market capitalization. Since your Company falls under Top 1,000 Companies by
Market Cap, pursuant to Regulation 34(2)(f) of the Listing Regulations, we have integrated
BRSR disclosures into our Annual Report as Annexure G. Disclosure in BRSR
based on ESG parameters,
compelling organizations to holistically engage with stakeholders and
go beyond regulatory compliances in terms of business measures and their reporting.
34. Dividend Distribution Policy
The Company has formulated a Dividend Distribution Policy as required
under regulation 43A of the Listing Regulations. The said Policy is uploaded on the
Company's website. The weblink of the same is as follows: https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/18.%20Dividend%20
Distribution%20Policy.pdf
35. Other Disclosures/Reporting:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no events/instances/transactions occurred on
these items during the year under review: a) Material changes and commitments, if any,
affecting the occurred between the end of the financial year of the Company to which the
financial and the date of the report; b) Voting rights which are not directly exercised by
the employees in respect of shares for the subscription/ purchase of which loan was given
by the Company (as there is no scheme pursuant to which such persons can beneficially hold
shares as envisaged under section 67(3)(c) of theAct); c) The details of application made
and proceeding pending under the Insolvency and Bankruptcy Code, 2016; d) The details of
differencebetween amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions; orders were
passed by the Regulators or Courts or Tribunals which impact the e) Significant going
concern status and Company's operations in future; and f) Details in respect of
frauds reported by the Auditors under section 143(12) other than those which are
reportable to the Central Government, as there were no such frauds reported by the
Auditors.
36. Acknowledgements:
Your Board wish to place on record their appreciation and acknowledge
with gratitude the support and cooperation extended by the Government Authorities,
Bankers, Customers, Employees and Members during the year under review and look forward to
their continued support.
For and on behalf of the Board of Directors
|
Sd/- |
Date: August 11, 2023 |
Bipin Madhavji Manek |
Place: Mumbai |
Chairman & Managing Director |
|
(DIN: 00416441) |
|
Address: 12/A, Sommerset House, |
|
Off. Bhulabhai Desai Road, |
|
Warden Road, Sophia College, |
|
Mumbai 400 026 |