Vivaa Tradecom Ltd Directors Report

AIn consequent to resignaron of Mr. Jimitkumar Dilipkumar Sanghvi w.e.f. 20^th January, 2024, office of the Independent Director has become vacated and composiron of the Committee became improper.

However, in terms of the provisions of Secron 178 of the Companies Act, 2013, the Nominaron and Remuneraron Committee is required to idenrfy and recommend to the Board the appointment of a Director. Accordingly, the available Members of the Committee have conducted this meerng and did the necessary compliance of the Secron 178 of the Companies Act, 2013 for the appointment of Mrs. Shwetaben Arvindbhai Saparia as an Independent Director on the Board of the Company. The Board in its Meerng held on 10^th February, 2024 appointed her as the Chairperson of the Committee, consequently, the composiron of the Committee become proper within the prescribed rme limit under the Act.

Nominaron and Remuneraron Policy:-

The Policy of the Company on Directors appointment and remuneraron, including criteria for determining qualificarons, posirve attributes, independence of a director and other matters provided under Secron 178(3) of the Act, adopted by the Committee and available on the website of the Company at https://www.vivaatrade.com/policies-and-codes/#policies. Salient features of the Policy dealing with nominaron and remuneraron are as under:

1. Objecrve and Purpose of the Policy-

The objecrve and purpose of this Policy are:

• To lay down criteria and terms and condirons with regard to idenrfying persons who are qualified to become Directors (Execurve and Non-Execurve) and persons who may be appointed in Senior Management and Key Managerial posirons and to determine their remuneraron.

• To determine remuneraron based on the Companys size and financial posiron and trends and pracrces on remuneraron prevailing in peer companies.

• To carry out evaluaron of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

• To provide them reward linked directly to their effort, performance, dedicaron and achievement relang to the Companys operaons.

• To retain, mot?vate and promote talent and to ensure long term sustainability of talented managerial persons and create compet?t?ve advantage.

2. Applicability-

The Policy is applicable to-

• Directors (Execuve and Non-Execuve)

• Key Managerial Personnel

• Senior Management Personnel

3. General-

This Policy is divided in three parts-

Part - A covers the matters to be dealt with and recommended by the Committee to the Board,

Part - B covers the appointment and nominaon and Part - C covers remuneraon and perquisites etc.

3. Stakeholders Relat?onship Committee:-

The Company has formed the Stakeholders Relat?onship Committee as per Secon 178 of the Act read with the Companies (Meengs of Board and its Powers) Rules, 2014 (as amended) and in view of the applicable provisions of the Lisng Regulaons. The Stakeholders Relat?onship Committee comprises the following members:

*Ceased to be the Member of the Committee due to his resignaron w.e.f. 20^th January, 2024.

The Company Secretary of our Company shall act as a Secretary of the Stakeholders Relat?onship Committee.

Terms of Reference of the Stakeholders Relat?onship Committee:-

This Committee will address all grievances of Shareholders and Investors in compliance of the provisions of Secon 178(5) of the Act and its terms of reference include the following:

1. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares;

2. Issue of duplicate cerficates and new cerficates on split/consolidaon/renewal, etc.;

3. Allotment of shares, monitoring and approving transfers, transmissions, dematerializaon, rematerializaon, splifflng and consolidaon of Equity Shares and other securies issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures;

4. Reference to statutory and regulatory authories regarding investor grievances;

5. To otherwise ensure proper and t?mely attendance and redressal of investor queries and grievances;

6. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers; and

7. Carrying out any other funcon contained in the Lisng Regulaons as and when amended from t?me to t?me.

Meetings and ACendance of the Stakeholders Relat?onship Committee:-

The Independent Directors of your Company, in a sep?rate meerng held on 27^th February, 2024, inter alia, discussed the following:

At the 13^th Annual General Meerng ("AGM") of the Company held on 30^th September, 2023, M/s. Shreekant S. Shah & Co., Chartered Accountants, having FRN: 110177W, was appointed as the Statutory Auditors of the Company for a term of 5 years, to hold office rll the conclusion of the 18^th AGM of the Company.

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory and therefore do not cali for any comments under Section 134 of the Act. The Report given by the Statutory Auditors on the Financial Statements of the Company is a part of this Annual Report. There were no qualificaons, reservaons, and adverse remark or disclaimer given by the Statutory Auditors in their Report.

Reporting of Fraud by Statutory Auditors:-

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

2. Secretarial Auditor & its Report

M/s. RPSS & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-24, as required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report in Form MR-3 for the Year ended 31^st March, 2024 forms part of this Report as Annexure-D.

The Secretarial Audit Report does not contain any qualificaon, reservaon or adverse remark except Form MGT-7 for FY 2022-23 is cerfied by Practicing Company Secretary even though Company has appointed Company Secretary in whole time employment. The Board of Directors explained that there was a technical issue in digital signature of Company Secretary at the time of submission of Annual Return in Form MGT-7, therefore, to make timely compliances, the company has approached Practicing Company Secretary to sign the same. The Board has taken steps to avoid the discrepancies in future.

3. Internal Auditor

The Board of Directors has appointed M/s. S. Mandawat & Co. (FRN: 118330W) as an Internal Auditor of your Company for the Financial Year 2023-24. Findings of the Internal Auditor were sasfactory. As per the Report of the Internal Auditor, there exist a proper internal checks and controls in the Company.

4. Cost Auditor

The provisions of Section 148 of the Act and rules thereof are not applicable to the Company. Hence, the appointment of the Cost Auditor is not required.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:

The parculars of loans, guarantees or investments, if any, made during the Financial Year 2023-24, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the Financial Year ended 31^st March, 2024.

MATERIAL CHANGES BETWEEN THE DATES OF THE END OF FINANCIAL YEAR AND THE DIRECTORS REPORT:

There have been no material changes and commitments, affecng the financial posion of the Company between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, ?nter-alia, to oversee companys financial reporting process, disclosure of financial informaon, and reviewing the performance of statutory and internal auditors with management.

ANNUAL RETURN AS PER SECTION 92(3) OF THE ACT:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2024 will be available on the Companys website, https://www.vivaatrade.com/financial/annual-return.

RELATED PARTY TRANSACTIONS:

In compliance with the Act and the Listing Regulaons, the Company has formulated a Policy on Related Party Transactions (RPTs) and manner of dealing with RPTs. The updated Policy can be accessed on the Companys website, https://www.vivaatrade.com/policies-and-codes/#policies.

During the year under review, there were no related party transactions entered into by the Company. Hence, the parculars of contracts or arrangements with related pares referred to in Secon 188(1) of the Act, pursuant to the provisions of Secon of 134(3)(h) of the Act are not enclosed with this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

In order to comply with provisions of The Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act, 2013 and rules framed thereunder, the Company has formulated and implemented a Policy on prevenon, prohibion and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above Policy. As per the requirement of the provisions of The Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act, 2013 read with rules made thereunder, the Company has constuted Internal Complaints Committees as per requirement of this Act which are responsible for redressal of complaints relang to sexual harassment against woman at workplace. The Policy has been uploaded on the website of the Company at https://www.vivaatrade.com/policies-and-codes/#policies.

During the year under review, there was no incidence/complaint reported under the said Act.

CORPORATE MANAGEMENT & RISK MANAGEMENT POLICY:

The Board of Directors have developed and implemented a robust Risk Management Policy which idenfies the key elements of risks that threatens the existence of the Company. The Audit Committee reviews the Companys financial and risk management policies and steps taken by the Company to mit?gate such risks at regular intervals. The Policy can be accessed on the Companys website, https://www.vivaatrade.com/policies-and-codes/#policies.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Sect?on 177(10) of the Act and the applicable provisions of the Listing Regulaons. Employees can raise any suspected or actual violaons to the Code of Conduct. Specifically, employees can raise concerns regarding any discriminaon, harassment, victimization, any other unfair pracce being adopted against them or any instances of fraud by or against your Company. The Company has also provided direct access to the Chairman of the Audit Committee on reporng issues concerning the interests of employees and the Company. The Board has approved the Policy for Vigil Mechanism which is available on the website of the Company at https://www.vivaatrade.com/policies-and-codes/#policies

During the year under review, there was no incidence/case reported under the above provisions.

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings iniated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance pracces and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance.

Further, the Company is listed on SME Platform of BSE Limited and as such pursuant to Regularon 15(2) of the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, the Regulaons 17 to 27 (Corporate Governance Provisions) of the Listing Regulaons are not applicable to the Company.

Your Company also undertakes that whenever these regulaons become applicable to our Company at a later date, the Company will comply with the requirements of the above regulaons within the melines prescribed under these regulaons.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There was no material order passed by Regulators/ Courts/ Tribunals during the year under review impacng the going concern status and companys operaons in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of secon 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria/ limits menoned in the said Secon of the Act.

SECRETARIAL STANDARD COMPLIANCE:

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Instute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Secon 118 of the Act.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Secon 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a) That in the preparaon of the annual financial statements for the year ended 31^st March, 2024, the applicable accounng standards have been followed along with proper explanaon relang to material departures, if any;

b) That such accounng policies as menoned in Notes to the Financial Statements have been selected and applied consistently and judgments and esmates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operang effecvely;

f) Those systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operang effecvely.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation to the devoted Services of the workers, staff and the officers who largely contributed to the efficient management of the Company. The Directors place on record their appreciation for the connued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperaon received from the bankers, vendors and stakeholders, business associates, who have extended their valuable sustained support and encouragement during the year under review.