VIDLI VlDLI RESTAURANTS LIMITED

Annual Report 2018 - 19

ANNEXURE 'E' TO THE BOARD'S REPORT

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 ST MARCH, 2019

IPursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014)

To.

The Members.

Vidli Restaurants Limited

Office No. 50 I, 5th Floor, Jai Antariksh,

Makwana Road, Marol,

Andheri (East), Mumbai - 400059.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to good corporate practices by Vidli Re taurants

Limited (hereinafter called the Company).

Secretarial Audit wa conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and

expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, 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, I hereby report that in my

opinion, the Company has, during the audit period covering the financial year ended on 31? March, 2019 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:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 ''

March.2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under as amended from time to time;(ii) The Securities Contracts (Regulationj Act, 1956 ('SCRA') and the rules made there under;(iii) The Depositories Act. 1996 and the Regulations and Bye-laws framed there under;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent ofForeign Direct Investment, Overseas Direct

Investment and External Commercial Borrowings; - Not Applicable(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board oflndiaAct, 1992 ('SEBI Act'):­

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition oflnsidcrTrading) Regulations, 2015;(c) The Securities and Exchange Board oflndia (lssueofCapital and Disclo ure Requirements) Regulations, 2018:

(d) The Securities and Exchange Board oflndia {Share Based Employee Benefits) Regulations, 2014;- Not Applicable(e) The Securities and Exchange Board oflndia (Issue and Listing of Debt Securities) Regulations, 2008: -Not Applicable(f) The Securities and Exchange Board oflndia (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act

and dealing with client;(g) The Securities and Exchange Board oflndia (Delisting ofEquity Shares) Regulations, 2009;- Not Applicable and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: - Not Applicable(vi) Laws applicable specifically to the Company as per its business activity:

I) The Food Safety and Standards Act, 2006 and Rules made there under;2) The Environment (Protection)Act, 1986;3) The Bombay Shops & Establishments Act. 1948 and the Maharashtra Shop and Establishment Act, 1948;4) The Mumbai Municipal Corporation Act, 1888;

5) Maharashtra Fire Prevention and Life Safety Measures Act, 2006;6) Standard of Weights and Measures Act 1976;7) The Minimum WagesAct, 1948;8) The Child Labour(Prohibition and Regulation)Act, 1986;9) The Trade Marks Act, 1999 and the Rules made there under;10) Copy Right Acts. 1957;11) Bombay Electricity Duty Act, 1958;12) The Employees Provident Fund & Miscellaneous Provisions Act. 1952;13) Payment ofGratuity Act, 1972;14) The Payment of Bonus Act, 1965;15) The Central Sale Tax Act. 1956 & other applicable state Sales Tax Acts;16) The State Goods and Service Tax, 2017 and the amendments made there under, if any

17) The Professional Tax Act. 1975;18) The Income Tax Act, 1961;19) The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)Act, 2013.

I have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards issued by The lnstirute of Company Secretaries oflndia.

(ii) The Securities and Exchange Board oflndia (Listing Obligations and Disclosure Requirements) Regulations,2015.

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VIDLI VlDLI RESTAURANTS LIMITED

Annual Report 2018 - 19

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

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, on-Executive Directors and IndependentDirectors. There were no changes in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a

system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the

meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part oft he minutes.

I 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.

I further report that during the audit period the company has not undertaken event/action having a major bearing on the Company's affairs in pursuance of the

above referred laws. rules, regulations, guidelines, etc.

For M/s. Pooja Sawarkar & Associates

Company Secretary

Place: Mumbai

Date: 18" May, 2019

Pooja Sawarkar

ProprietorMembership No: ACS 25741

COP: 15085

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

'Annexure I' to Secretarial Audit Report

To,

The Members,

Vidli Restaurants Limited

Office No. 50 I, 5th Floor, Jai Antariksh,Makwana Road, Marol,

Andhcri (East), Mumbai - 400059.

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

I. Maintenance of secretarial records is the responsibility of 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 were appropriate to obtain reasonable assurance about the correctness of the contents of the

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 followed provide a reasonable 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, mies and regulations and happening of events,

etc.

5. The compliance oft he provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our

examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the

management has conducted the affairs of the Company.

For M/. Pooja Sawarkar & Associates

Company Secretary

Place: Mumbai

Date: 18" May, 2019

35

Pooja Sawarkar

ProprietorMembership No: ACS 25741

COP: 15085

VITHAL KAMATS - PARGAON KHANDALA

KAMATS - SURAT