Vivanza Biosciences Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 38thAnnual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2020.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

( in Lacs)

Standalone

Consolidated

Particulars Year ended 31/03/2020 Year ended 31/03/2019 Year ended 31/03/2020 Year ended 31/03/2019
I. Total Revenue 996.25 222.19 1019.02 265.94
II. Total Expenditure 1016.63 267.09 1039.70 310.03
III. Profit/(Loss) Before Tax (I-II) (20.38) (44.9) (20.57) (44.09)
IV. Provision for Taxation -- - --
V. Profit/(Loss) After Tax (III-IV) (20.38) (44.9) (20.57) (44.09)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review, theCompany has earned revenue of Rs. 996.25 lacs. The Board of Directors of the Company is continuously making efforts for the growth of the Company.

COVID-19 PANDEMIC & IMPACT ON OUR BUSINESS :-

COVID-19 pandemic has adversely affected a huge swath of population across continents and its impact has been far reaching in terms of mortality and health related issues. It subsequently assumed global proportions and the fall out were not only the health-hazard, but also economic de-growth. Assessment on receivables will be carried out in due course, in case collections are inordinately delayed, the new supplies will be made only to those customers whose payments are safe due to long term relationship. All the collections and payment are being made through Digital mode.

Impact on Profitability: -

Covid 19 will have impact on the profitability of the Company. Global recession seems to be a near certainty and overall impact on profitability would be substantial in the current financial year. Assessment of impact will be possible once the things are near to normal.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year, there have not been any changes in the nature of business of the Company.

4. DIVIDEND:

The Company has not declared any dividend during the year.

5. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at Rs.(73,47,061) as compared to Rs.(53,09,538) at the beginning of the year.

6. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs.10/- each. The Authorized Share Capital of the company is Rs.4,00,00,000/- divided into 40,00,000equity shares of Rs.10/- each. The paid up share capital of the company as on March 31, 2019 is Rs. 4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/- each.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company whichhave occurred between the end of the Financial Year of the Company to which the financial statementsrelate and the date of the Report.

8. BOARD OF DIRECTORS AND ITS COMMITTEES

Composition of the Board of Directors

As on March 31, 2020, the Board of Directors ofthe Company comprised of Four Directors, withone Executive and three Non-Executive Directors,which included, two Independent Directors.The composition of the Board of Directors is incompliance with the provisions of Section 149 of theAct, 2013.

Change in office of Directors and Key Managerial Personnel of the Company during the year under review and details of Directors seeking Re-appointment at the 38thAnnual General Meeting

The members of the Company in their 37thAnnual General Meeting held on September 30, 2019, reappointed Mr. Parikh H. A., as Non-Executive Director, whose office shall be liable to retire by rotation.

As per the provisions of Section 152 of the Act, Mr. Bhaskar Bhattacharya, Managing Director, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Company has appointed Ms. AeshaMashru (Membership No. A45737) as Company Secretary and Compliance officer of the Company in the Meeting of Board of Directors held on 2nd September, 2019.

Mr. Naveen Jain had also resigned from the directorship of the Company April 8, 2019.

9. DEPOSITS:

YourCompany has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration Committee has formulated Nomination Remuneration and Evaluation Policy, which details the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations.

11. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Jayendra Mehta, Ms. Manali Patel, Independent Directors, have furnished a declaration that they meet the criteria of independence as envisaged in Section 149(6) of the Act.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to adopt financial results and consider and decide business policies and strategic proposals apart from other items of business. The Board and Committee meetings are pre-scheduled and a tentative annual calendar of meetings is circulated to the Directors in advance to ensure participation of all Directors.

There were 5 (five) Meetings of the Board of Directors held during the Financial Year 2019-20, (i.e., May 21, 2019, August08, 2019, September02, 2019, November 12, 2019 and January28, 2020). The maximum gap between any two consecutive Board Meetings did not exceed 120 (One Hundred and Twenty) days.

13. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014, your Company has constituted an Audit Committee of the Board of Directors.

The Audit Committee comprises of the following Members as on March 31, 2020:-

Name Designation Category
Mr. Jayendra Mehta Chairman Non-Executive, Independent Director
Mr. Bhaskar Bhattacharya Member Executive
Ms. Manali Patel Member Non-Executive, Independent Director

There were 4 (four) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2019-20, (i.e., May 21, 2019, August 08, 2019, November 12, 2019, and January 28, 2020).

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 2019-20, 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.

14. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors. The Nomination and Remuneration Committee comprises of the following Members as on March 31, 2020:-

Name Designation Category
Mr. Jayendra Mehta Chairman Non-Executive, Independent Director
Mr. Hemant Parikh Member Non-Executive Director
Ms. Manali Patel Member Non-Executive, Independent Director

There were 2 (two) Meetings of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2019-20 (i.e., on August 8, 2019 and September 2, 2019).

15. 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 2019-20:-

Name Designation Category
Mr. Jayendra Mehta Chairman Non-Executive, Independent Director
Ms. Manali Patel Member Non-Executive, Independent Director
Mr. Bhaskar Bhattacharya Member Executive, Managing Director

During the Financial Year 2019-20, 4 (Four) Meeting of the Stakeholders Relationship Committee was held, i.e., on April 20, 2019, July 19, 2019, October 10, 2019 and January 08, 2020.

16. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organisation without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the Company. Mr. Jayendra Mehta, has been appointed as the Whistle Blowing Officer, and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman /Members of the Audit Committee, as stated in the Policy. The Policy is available on the website of the Company. On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

17. PERFORMANCE EVALUATION:

The Board of Directors of your Company has carried out an Annual Performance Evaluation of its own, the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was carried out by the Independent Directors. A structured questionnaire was prepared after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The confidential online questionnaire was responded to by the Directors and vital feedback was received from them on how the Board currently operates and how it can enhance its effectiveness. The Board of Directors has expressed its satisfaction with the evaluation process.

18. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE &INTERNAL COMPLAINTS COMMITTEE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

19. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2019-202, there were no significant and material orders passed by theregulators or Courts or Tribunals which can adversely impact the going concern status of theCompany and its operations in future.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by the Company under the aforesaid provisions during the Financial Year 2019-20, have been provided in the Notes to the Standalone Financial Statement.

21. 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 2019-20, 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. 25 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

22. FRAUD REPORTING:

During the period under review, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

23. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of your Company commensurate with the size, scale and complexity of business operations of your Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively during the Financial Year 2019-20.

Your Company has a proper system of internal controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:-

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 (i.e., March 31, 2020) and of the profit and loss of the Company for that period (i.e., the Financial Year 2019-20);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. 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.

26. CORPORATE GOVERNANCE CERTIFICATE - NON APPLICABILITY:

The Certificate of the non applicability of submission of Report on Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report on Corporate Governance, herewith attached as Annexure A.

27. AUDITORS:

A. Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. GMCA & Co., Chartered Accountants, Ahmedabad (Firm Registration No.109850W) was appointed as Statutory Auditors of the Company for a consecutive period of 5 (Five) years from the conclusion of Annual General Meeting in the year 2016 till the conclusion of the Annual General Meeting to be held in the year 2021.

The Members may note that consequent to the recent changes in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with.

Therefore, the Company is not seeking any ratification of appointment of M/s. GMCA & Co., Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

The Company has received a certificate from M/s. GMCA & Co., Chartered Accountants, confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

The Report given by the M/s. GMCA & Co., Auditors on the financial statements for March 2019 of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

B. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company at its meeting held on July30, 2020, has appointed Mr.Chintan K. Patel, Company Secretaries (Membership No.:A31987), who have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of the Company to conduct the Secretarial Audit for the Financial Year 2020-21, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by the Secretarial Auditors for the Financial Year 2019-20 is annexed as "Annexure -B" to this Boards Report.

C. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on the Financial Statements for the Financial Year 2019-20.

As explained by the Management company had appointed Company Secretary as Key Managerial Personnel from 2nd September, 2019 and complied the provision of Section 203 of Companies Act, 2013 and Regulation of LODR, 2015. As company was looking for the suitable candidate to be appointed as a Company Secretary.

As company was looking for the suitable candidate to be appointed as Independent Director of the Company, on 8th August, 2019 Mr. Jayendra Mehta and Mrs. Manali Patel was appointed as an Independent Director.

As company will comply the provision of section 197 of companies Act, 2013 in ensuing General Meeting.

28. LISTING FEES:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) where its securities are listed.

29. DEPOSITORY SYSTEM:

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

30. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

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.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

2019-20 2018-19
Foreign Exchange Earning Nil Nil
Foreign Exchange out go Nil Nil

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 2019-20 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 -C" to this Report.

33. 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.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly.

34. 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.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Reportas an Annexure-D.

36. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has Vivanza Lifesciences Private Limited (Formerly Fortune Beverages Private Limited) as its only wholly owned subsidiary.There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of Wholly Owned Subsidiary of the Company.

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on standalone financial statements and a report on performance and financial position of the Wholly Owned Subsidiary included in the consolidated financial statements is included in the financial statements and performance & financial position of the Subsidiary given in Form AOC-1 is forming part of Annual Report as Annexure-E

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.vivanzabiosciences.com. Further, as per fourth proviso of the said section, audited annual accounts of the Wholly Owned Subsidiary has also been placed on the website of the Company, www.vivanzabiosciences.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company at the Companys registered office.

37. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewithas ANNEXURE-F

38. 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.

39. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy on Corporate Social Responsibility is not applicable to the Company.

40. MAINTENANCE OF COST RECORDS:

The Company is not require to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

41. 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.

42. 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.

Place: Ahmedabad

For and on behalf of the Board

Date: July30, 2020
Bhaskar Bhattacharya Hemant Parikh
Managing Director Director
DIN:07487250 DIN: 00027820