To,
The Members,
Vivanta Industries Limited
Directors have pleasure in presenting Annual Report and Audited Statement of Accounts
of the Company for the Financial Year ended on 31stMarch, 2023
1. FINANCIAL RESULTS
(Rs. in Lacs)
|
Standalone |
Consolidated |
Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| I. Total Revenue |
2474.24 |
185.65 |
2481.54 |
191.20 |
| II. Total Expenditure |
2279.53 |
145.91 |
2302.70 |
176.22 |
| III. Profit/(Loss) Before Tax (I-II) |
194.71 |
39.74 |
178.84 |
14.97 |
| IV. Tax Expenses |
49.00 |
0.00 |
49.00 |
0.00 |
| V. Profit/(Loss) After Tax (III-IV) |
145.71 |
39.74 |
129.84 |
14.96 |
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
During the year under review, the Company has earned revenue of Rs. 2474.24 Lakh. The
Board of Directors of the Company is continuously making efforts for the growth of the
Company.
3. DIVIDEND:-
The Board of directors of the Company has recommended a final dividend of 3% on face
value of Rs. 1/-per share at its meeting held on May 29, 2023 for the Financial Year
2022-23. In terms of the provisions of the Finance Act, 2020, dividend shall be taxed in
the hands of the shareholders and the Company shall withhold tax at source at the
applicable rates. The payment is subject to the approval of the shareholders at the
ensuing Annual General Meeting (‘AGM) of the Company to those members, whose names
appeared on the Register of Members of the Company on the record date (i.e. Tuesday, 05th
September, 2023). The Board of Directors of the Company in line with provisions of
Regulation 43A of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (as amended) had approved Dividend Distribution
Policy. The Dividend Distribution policy is uploaded on Companys website and can be
accessed at the link
https://vivantaindustries.com/wp-content/uploads/2023/08/Dividend-Distribution-Policy.pdf
4. TRANSFER TO RESERVE
The Board of Directors has transferred the entire amount of profits for the financial
year 2022- 2023 to general reserves of the Company.
5. ISSUANCE OF BONUS SHARES
The Board of Directors of the Company considered, approved and recommended bonus issue
of 1 (One) equity share for every 4 (Four) equity shares held by the Shareholders of the
Company as on the record date (i.e. Tuesday, 05th September, 2023). The bonus
issue of equity shares will be subject to approval of the Members through General Meeting
and any other applicable statutory and regulatory approvals, as may be required. The Bonus
shares once allotted shall rank paripassu in all respects and carry the same rights as the
existing Equity Shares and shall be entitled to participate in full in any dividend and
other corporate action, recommended and declared after the new equity shares are allotted.
6. SHARE CAPITAL:-
The Paid up Equity Share Capital as on March 31, 2023 was Rs. 10,00,00,000. During
the year under review, the Company has neither issued shares with differential rights as
to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the
employees or Directors of the Company, under any Scheme. The Company has not issued any
convertible instrument during the year.
No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 (Act) in
respect of voting rights not exercised directly by the employees of the Company as the
provisions of the said Section are not applicable.
7. EXTRACT OF ANNUAL RETURN: -
The extract of Annual Return in Form MGT 9 as required under Section 92 (2) of the act,
(as amended) read with Rule 12 of the Companies (Management and Administration) Rules 2014
(as amended) is available at the website of the Company at www.vivantaindustries.com
8. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy containing the requirements mentioned in Regulation
43A of the SEBI Listing Regulations can be accessed at
https://vivantaindustries.com/wp-content/uploads/2023/08/Dividend-Distribution-Policy.pdf
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to applicable provisions of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the Investor Education and Protection Fund ("IEPF" or
"Fund") established by the Central Government, after completion of seven years
from the date the dividend is transferred to unpaid/ unclaimed account. Further, according
to the Rules, the shares in respect of which dividend has not been paid or claimed by the
Members for seven consecutive years shall also be transferred to the demat account of the
IEPF Authority.
Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF
demat Account/Fund, as the case may be, may claim the shares or apply for a refund by
approaching the Company for issue of Entitlement Letter along with all the required
documents before making an application to the IEPF Authority in Form IEPF – 5
(available on https://www.iepf.gov.in/ IEPF/corporates.html).
Members are requested to ensure that they claim the dividends and shares referred to
above before they are transferred to the said Fund. The due dates for transfer of
unclaimed dividend to IEPF are provided in the notes of 10th AGM Notice. The
shareholders are encouraged to verify their records and claim their dividends of all the
earlier seven years, if not claimed.
10. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There were no significant and material orders passed by the regulators, courts or
tribunals which would impact the going concern status of the company and also the
Companys future operations.
11. MEETINGS: -
BOARD MEETINGS: -
The Board of Directors met ten times during the year on April 01, 2022, May 27, 2022,
August 5, 2022, October 6, 2022, November 23, 2022, December 13, 2022, December 23, 2022,
January 03, 2023, January 18, 2023, and February 02, 2023. Frequency and quorum at these
meetings and the intervening gap between any two meetings were in conformity with the
provisions of the Act, the Listing Regulations and Secretarial Standards issued by The
Institute of Company Secretaries of India ("Secretarial Standards") and the
relaxations provided by the Ministry of Corporate Affairs and Securities and Exchange
Board of India from time to time in this regard. For further details, please refer report
on Corporate Governance annexed to this report.
COMMITTEES OF THE BOARD OF DIRECTORS
As on March 31, 2023, the Board of Directors has the following committees:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders Relationship Committee
Audit Committee
The Audit Committee of the Board consists of Three Independent and One Non-Executive
Non-Independent Director. The composition, role, terms of reference as well as power of
the Audit Committee are in accordance with the provisions of Regulation 18 of LODR and
Section 177 of The Act and Rules framed there under.
The details of all related party transactions are placed periodically before the Audit
Committee. All the recommendations made by the Audit Committee were accepted by the Board.
The Company has in place a Vigil Mechanism; details of which are available on the
Companys website.
The Audit Committee comprises of the following Members as on March 31, 2023:
Name |
Designation |
Category |
| Mr. Gandhi T. J. |
Chairman |
Non-Executive, Independent Director |
| Mr. Bhatt J. R. |
Member |
Non-Executive, Non-Independent Director |
| Mr. Shah R. A. |
Member |
Non-Executive, Independent Director |
| Ms. Vyas A. S. |
Member |
Non-Executive Women Independent Director |
There were 4 (Four) Meetings of the Audit Committee of the Board of Directors held
during the Financial Year 2022-23, (i.e. May 27, 2022, August 05, 2022, October 06, 2022
and January 18, 2023).
The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetings
as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit
Committee. The Audit Committee has made observations and recommendations to the Board of
Directors, which have been noted and accepted by the Board.
During the Financial Year 2022-23, all recommendations made by the Audit Committee to
the Board of Directors were accepted by the Board and there were no instances where the
recommendations were not accepted.
Nomination and Remuneration Committee
In compliance with Section 178 of The Act, Your Company has in place a "Nomination
and Remuneration Committee". The powers, role and terms of reference of the
Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19
of LODR and Section 178 of The Act, and Rules and Regulations, framed there under, besides
other terms as may be referred by the Board of Directors.
The Nomination and Remuneration Committee comprises of the following Members as on
March 31st, 2023:-
Name |
Designation |
Category |
| Mr. Bhatt J. R. |
Chairman |
Non-Executive, Non-Independent Director |
| Mr. Gandhi T. J. |
Member |
Non-Executive, Independent Director |
| Mr. Shah R. A. |
Member |
Non-Executive, Independent Director |
| Ms. Vyas A. S. |
Member |
Non-Executive Women Independent Director |
There were 4 (Four) Meetings of the Nomination and Remuneration Committee of the Board
of Directors held during the Financial Year 2022-23 (i.e., on April 01, 2022, October 10,
2022, November 23, 2022 and December 4, 2022).
Stakeholders Relationship Committee:
Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has
constituted a Stakeholders Relationship Committee of the Board of Directors, comprising
of the following Members during the Financial Year 2022-23:-
Name |
Designation |
Category |
| Mr. Bhatt J. R. |
Chairman |
Non-Executive, Non-Independent Director |
Mr. Gandhi T. J. |
Member |
Non-Executive, Independent Director |
| Mr. Shah R. A. |
Member |
Non-Executive, Independent Director |
| Ms. Vyas A. S. |
Member |
Non-Executive Women Independent Director |
During the Financial Year 2022-23, 4 (Four) Meetings of the Stakeholders Relationship
Committee were held, i.e., April 15, 2022, July 20, 2022, October 4, 2022, January 6,
2023.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
All Related Party Transactions entered into by your Company during the Financial Year
2022-23, were on arms length basis and in the ordinary course of business. There were no
material significant Related Party Transactions entered into by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company. Requisite prior approval of the
Audit Committee of the Board of Directors was obtained for Related Party Transactions.
Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of
Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is not applicable. Attention of Shareholders is also drawn to the
disclosure of transactions with related parties set out in Note No. 18 (Standalone
Financial Statements) and Note No. 25 (Consolidated Financial Statements) of Significant
Accounting Policies, forming part of the Annual Report. None of the Directors have any
pecuniary relationships or transactions vis-?-vis the Company.
14. MATERIAL CHANGES:-
Company has done the sub-division (split) of equity shares from the face value of
Rs.10/- each to Rs.1/- each. Accordingly BSE has provided its approval for sub-division of
shares as on 24th February, 2023.
There were no other material changes or commitments have occurred between the end of
the financial year and the date of this report which affect the financial statements of
the Company in respect of the reporting year.
15. ADEQUACY OF INTERNAL CONTROL SYSTEM
The Company has proper and adequate system of internal controls which ensures that all
assets are safeguarded against loss from unauthorized use or disposition and all the
transaction are authorized, recorded and reported correctly. Regular internal audits and
checks are carried out to provide assurance that the responsibilities at various levels
are discharged effectively and that adequate systems are in existence. The management
continuously reviews the internal control systems and procedure for efficient conduct of
business.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
-
|
2022-23 |
2021-22 |
| Foreign Exchange Earning |
1178250 |
0 |
| Foreign Exchange out go |
0 |
0 |
During the period under review, several energy conservation initiatives were adopted
and were taken by the Company. There are no plans to import any kind of technology for the
project and hence information regarding its absorption is not applicable. There was no
research activities carried out during the year as well as no foreign exchange income or
outgo during the year.
17. SUBSIDIARY COMPANIES: -
As on March 31st, 2023, the Company does not have any subsidiary.
18. DIRECTORS/ KEY MANAGERIAL PERSONNEL:-
(A) Details of the Directorship and Key Managerial Personnel during the financial year
2022-2023
Sr. No. |
Name of the Director |
DIN |
Designation |
| 1. |
Parikh H.A. |
00027820 |
Executive Managing Director, Promoter |
2. |
Diwan P.D. |
08908785 |
Non-Executive Director, Independent Director (Resigned with effect
from 06th October, 2022) |
3. |
Bhatt G.B. |
02207645 |
Executive Director (Resigned with effect from 13th December, 2022) |
| 4. |
Bhatt J.R. |
03362796 |
Non-Executive Director |
| 5. |
Gandhi T.J. |
03577792 |
Independent Non-Executive Director |
6. |
Bhatt B.J. |
08436225 |
Non-Executive Woman Director (Resigned with effect from 13th December,
2022) |
7. |
Shah R. A. |
09012222 |
Independent Director (Appointed with effect from 23rd
November, 2022) |
8. |
Vyas A. S. |
09469295 |
Women Independent Director (Appointed with effect from 23rd
November, 2022) |
Details of the Key Managerial Personnel of the Company as on 31.03.2023 are as follows:
Sr. No |
Name |
DIN/PAN |
Designation |
1. |
Parikh H.A. |
00027820 |
Managing Director, Promoter |
2. |
Sweta Prajapati* |
ANVPG6292N |
Company Secretary and Compliance Officer |
3. |
Parekh K.A. |
BFDPP4709J |
CFO (KMP) |
* Ms. Sweta Prajapati has been appointed for the post of Company Secretary &
Compliance Officer of the Company w.e.f. 01th April, 2022.
(B) Details of the changes in Directorship and Key Managerial Personnel during the
financial year 2022-2023
DIRECTORS
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Jainil Raseshkumar Bhatt (DIN: 03362796) designated as the Non-Executive
Director of the Company was liable to retire by rotation at the 10th Annual
General Meeting and shall be reappointed subject to the approval of members at ensuing
Annual General Meeting.
During the financial year, Mr. Bhatt G. B., Executive Director & Mrs. Bhatt B. J.,
Women Independent Director has resigned with effect from 13th December, 2022
and Mr. Diwan P. D., Independent Director has resigned with effect from 06th
October, 2022. Mr. Rushabh A. Shah, Independent Director and Ms. Apeksha S. Vyas, Women
Independent Director has been appointed with effect from 23rd November, 2022.
KEY MANAGERIAL PERSONNEL
Mrs. Sweta Prajapati has been appointed as Company Secretary & Compliance Officer
w.e.f. 1st April, 2022. Except as above there were no other changes in the
Directors and Key Managerial Personnel of the Company during the year under review.
(C) Statement on declaration given by independent directors under Section 149(6) Of the
Act
The Independent Directors hold office for a fixed term of five years and are not liable
to retire by Rotation. In accordance with Section 149(7) of the Companies Act 2013, each
Independent Director has given a written declaration to the Company confirming that he/she
meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act,
2013 and SEBI Regulations.
(D) Statement with regards to integrity, expertise and experience of independent
directors
Your Directors are of the opinion that the Independent Directors of the Company are of
high integrity and suitable expertise as well as experience (including proficiency).
(E) Formal annual evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of
independent directors, performance of non-independent Directors, the Board as a whole and
Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive directors.
Performance evaluation of independent directors was done by the entire Board, excluding
the independent director being evaluated.
19. FIXED DEPOSITS:-
During the Financial Year 2022-23, your Company has not invited, accepted or renewed
any deposits within the meaning of Section 73, 74 and 76 of the Act read together with the
Companies (Acceptance of Deposits) Rules, 2014.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on Corporate Social Responsibility.
21. REMUNERATION POLICY:-
The Board has, on the recommendation of Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is uploaded on the website of the Company i.e.:
www.vivantaindustries.com .
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 (9) of the Act and Listing
Regulations. The policy provides a framework and process whereby concerns can be raised by
its employees against any kind of discrimination, harassment, victimization or any other
unfair practice being adopted against them, and can also report directly to the Chairman
of Audit Committee. The policy focuses on promoting ethical behavior in all its business
activities and encourages employees to report concerns and unethical behavior, actual or
suspected fraud or violation of the companys code of conduct and ethics. Under the said
mechanism, employees are free to report violations of applicable laws and regulations and
the Code of Conduct. It also provides for adequate safeguards against the victimization of
persons who use this mechanism. The Vigil Mechanism/Whistle Blower Policy has been posted
on the Companys website at https://vivantaindustries.com /policies/. The functioning of
the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Company
affirms that no director/employee has been denied access to the Chairman of the Audit
Committee and that no compliant was received during the year.
23. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has always believed in providing a safe and harassment free workplace for
every individual through various interventions and practices. The Company always
endeavours to create and provide an environment that is free from discrimination and
harassment, including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
The Internal Complaints Committee (ICC) has been set up in compliance of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
Following are the details of sexual harassment cases for the financial year 2022-23.
S.N O |
No. of complaints received during the financial year |
No. of complaints disposed off during the Year |
No. of Complaints pending as at the end of the financial year |
| 1. |
NIL |
NIL |
NIL |
24. CORPORATE GOVERNANCE:-
As per Regulation 15(2) of the SEBI Listing Regulations, compliance with the corporate
governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply in
respect of the listed entity having paid up equity share capital not exceeding rupees ten
crore and net worth not exceeding rupees twenty five crore, as on the last day of the
previous financial year. At present, the Company is not required to comply with Corporate
Governance regulations as none of the above referred limits have been triggered as
mentioned in "Annexure-B".
25. AUDITORS:-
(A) STATUTORY AUDITORS:-
The appointment of Statutory Auditors of the company (M/s GMCA & Co., Chartered
Accountants) (Firm Registration No.: 109850W) as recommended by Audit Committee and the
Board of Directors was approved by the shareholders at the 9th Annual General
Meeting of the company for a term of five (5) years commencing from April 1, 2022 to hold
office from the conclusion of the 9th Annual General Meeting until the
conclusion of the 14th Annual General Meeting. The Statutory Auditors Report
for FY 2022-23 on the financial statement of the Company forms part of this Annual Report.
Auditors have expressed their unmodified opinion on the Financial Statements and
Standalone Independent Audit report do not contain any qualifications, reservations,
adverse remarks, or disclaimer. However, the consolidated audit report emphasized on
following matters;
We draw the attention regarding none charging of Interest on Loans & Advances to
Related Parties and other parties u/s. 186 of the Companies Act, 2013. The company has in
past granted/ renewed loans and advances to other companies, which has been identified as
non – performing asset. Accordingly, company has not recognized any income from the
same. In the opinion of the directors, the process of recovery is going on and the same is
not fully doubtful of recovery.
The information referred to in the Auditors Report is self explanatory and does not
call for any further comments. The Statutory Auditors of the Company have not reported any
fraud as specified under Section 143 (12) of the Act, in the year under review.
(B) SECRETARIAL AUDITOR:-
The Board of Directors has approved the appointment of M/s. Maulik Modi & Co,
Company Secretaries (Membership no. A46703), Ahmedabad as Secretarial Auditors at their
meeting held on August 05, 2022 for conducting the Secretarial Audit of the Company for
the financial year 2022-23.
The Secretarial Audit Report for the financial year 2022-23, in form MR3, does not
contain any qualification, reservation or adverse remark except mentioned below and is
annexed to this report as "Annexure-C”.
1. During the year under review the Company had complied with the all provisions of the
section 186 of the Companies Act,2013, except non charging of interest as per section 186
(7) in respect of some of the loans granted by the Company.
2. The Woman Independent Director has not been appointed by the Company during the
first two quarters of the financial year 2022-23 & BSE has intimated non-compliance
regarding the same to the Company. However, the Company has appointed Woman independent
Director within due course of time.
During the financial year 2022-23, no fraud was reported by the Secretarial Auditors of
the Company in their Audit Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
As per Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report, is appended to this
report as "Annexure D".
27. INSURANCE: -
All the properties of the Company are adequately insured.
28. ANNUAL LISTING FEE:-
Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) where its
securities are listed.
29. INDUSTRIAL RELATIONS:-
The relationship with the workmen and staff remained cordial and harmonious during the
year and management received full cooperation from employees.
30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.
31. PARTICULARS OF EMPLOYEES:-
None of the Employee has received remuneration exceeding the limit as stated in rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
32. DIRECTORS RESPONSIBILITY STATEMENT:-
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statement in terms of
Section 134 of the Companies Act (Act):
a) In the preparation of the Annual Accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
b) The Directors had 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 as at 31st
March, 2023 and of the profit of the Company for the period ended on 31st
March, 2023.
c) The Directors had 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;
d) The Directors had prepared the Annual Accounts on a Going Concern Basis;
e) The Directors had laid down Internal Financial Controls (IFC) and that such
Internal Financial Controls are adequate and have been operating effectively.
f) The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems have been found adequate and
operating effectively.
31. SECRETARIAL STANDARDS:
Your Company is in compliances with the Secretarial Standards on Meetings of the Board
of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India.
32. MANAGERIAL REMUNERATION:
The remuneration paid to the Directors and Key Managerial Personnel of the Company
during the Financial Year 2022-2023 was in accordance with the Nomination and Remuneration
Policy of the Company. Disclosures with respect to the remuneration of Directors and
employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been
given as "Annexure - E" to this Report.
33. MAINTENANCE OF COST RECORDS:
The Company is not require to maintain cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013, and accordingly
such accounts and records are not made and maintained.
34. CAUTIONARY STATEMENT:
Statements in the Directors Report and the Management Discussion and Analysis Report
describing the Companys objectives, projections, expectations, estimates or forecasts may
be forward-looking within the meaning of applicable laws and regulations. Actual results
may differ substantially or materially from those expressed or implied therein due to
risks and uncertainties. Important factors that could influence the Companys operations,
inter alia, include global and domestic demand and supply conditions affecting selling
prices of finished goods, input availability and prices, changes in government
regulations, tax laws, economic, political developments within the country and other
factors such as litigations and industrial relations.
35. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviews
and assesses significant risks on a regular basis to help ensure that there is a robust
system of risk controls and mitigation in place. Senior management periodically reviews
this risk management framework to keep updated and address emerging challenges. Major
risks identified for the Company by the management are Currency fluctuation, Compliances
of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation,
Technological Changes and new capital investments return. The management is however, of
the view that none of the above risks may threaten the existence of the Company as robust
Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on
the Company in case any of these risks materialize.
36. DEPOSITORY SYSTEM:
Your Companys Equity Shares are available for dematerialization through National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL).
34. ADDITIONAL INFORMATION:
The additional information required to be given under the Companies Act, 2013 and the
Rules made thereunder, has been laid out in the Notes attached to and forming part of the
Annual Accounts. The Notes to the Accounts referred to the Auditors Report are
self-explanatory and therefore do not call for any further explanation.
35. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TO
THE PROMOTER / PROMOTER GROUP:
Transactions with persons or entities belonging to the promoter/ promoter group which
hold(s) 10% or more shareholding in the Company as required under Schedule V, Part A (2A)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015, have been disclosed in the accompanying Financial
Statements.
36. APPRECIATION:
Your Directors wish to place on record sincere appreciation for the support and
co-operation received from various Central and State Government Departments, organizations
and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company,
viz., Shareholders, customers, dealers, vendors, banks and other business partners for
excellent support received from them during the Financial Year under review. Your
Directors also express their warm appreciation to all the employees of the Company for
their unstinted commitment and continued contribution to the growth of your Company.
Date: 31.07.2023 |
For, Vivanta Industries limited |
Place: Ahmedabad |
|
|
|
SD/- |
SD/- |
|
Managing Director |
Director |
|
Name: Parikh H.A |
Name: Jainil Bhatt |
|
DIN: 00027820 |
DIN: 03362796 |
+91-9892691696
