Vivid Electromech Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Annual Report and the Audited Accounts of Vivid Electromech Private Limited ["Company" , for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

The financial highlights of your Company for the year ended 31^st March, 2024 and 31^st March, 2023 is as under:

Particulars	Year Ending 31.03.2024	Year Ending 31.03.2023
Revenue From Operations	88,91,06,590.15	59,51,37,849
Other Income	84,16,292.75	27,43,024
Total Revenue	89,75,22,882.90	59,78,80,872
Total Expenses	84,26,98,039.66	59,31,08,740
Profit Before Tax	5,48,24,843.24	47,72,133
Less: Tax Expenses
Current Tax	1,55,56,329.00	0
Deferred Tax	(1, 38,053.00)	6,30,093
Short/Excess Provisions for tax of earlier years	13,07,020.00	27,63,834
Profit After Tax	3,80,99,547.24	13,78,206

BUSINESS OPERATIONS

During the year under review, the total revenue has increased from Rs. 59,51,37,8497- in the previous year to Rs. 88,91,06,590.15/- in the current year. The Company has earned a net profit of Rs. 3,80,99,547.24/- in current year as against net profit of Rs. 13,78,206/- earned in the previous year. Directors are continuously looking for avenues for future growth of the Company.

DIVIDEND

Your Directors have not recommended any dividend on the Equity Shares for the financial year under review considering the funds required for future growth plans.

TRANSFER TO RESERVES

For the financial year ended 31^st March, 2024, the Company is proposed to carry an amount of Rs. 3,80,99,547.24/- to General Reserve Account.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company. SHARE CAPITAL

The paid up Share Capital as on 31^st March, 2024 was Rs. 3,50,19,000/-. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

During the year under review, the company 1,16,730 issued and allotted Bonus shares to the existing shareholders of the Company in ratio of 1:2 vide shareholders resolution dated February 25, 2024.

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are no unpaid/unclaimed deposits nor there is any default in repayment thereof.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as "Annexure I".

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

There were r.o loans, guarantees or investments made by the Company under Section 186 ci the Companies Act, 2013 during the financial year under review the Company has not complied with provisions of the Section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantee and security

BOARD MEETINGS

During the year your Company has held 12 (Twelve) Board Meetings which were held on May 17, 2023, August 8, 2023, August 31, 2023, September 6, 2023, October 27, 2023, November 2, 2023, December 15, 2023, January 29, 2024, March 11, 2024, March 23, 2024, March 26, 2024 and March 30, 2024. The Board Meetings has been held during the year in such a manner that not more than 120 days shall intervene between

two consecutive meetings of the board as prescribed under Section 173 of the Companies

Act, 2013. As per section 167(l)(b), all the directors have attended atleast one Board Meeting held during the financial year.

The names of members of the Board, their attendance at the Board Meetings are as under:

s. No.	Name of Director	Designation	Number of Meeting attended/Total Meeting held during the F.Y 2023-24
1.	Vishvanath Dayanand Attavar	Director	7/7
2.	Sameer Vishvanath Attavar	Dirprfnr	7/7

PARTICULARS OF ENERCY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earning and outgo are as follows:

a. Conservation of energy

I	the steps taken or impact on conservation of energy	Companys operation does not consume significant amount of energy.
Ii	the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
lii	the capital investment on energy conservation equipments	Not applicable, in view of comments in clause fi)

b. Technology absorption

I	the effort made towards technology absorption	Nil
Ii	the benefits derived like product .improvement cost reduction product development or import substitution	Nil
lii	,in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	fa) the details of technology imported	-
	fb) the year of import;	-
	fc) whether the technology been fully absorbed	-
	fd) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

 

Iv

the expenditure incurred on Research and Development

Nil

c. Foreign exchange earnings and outgo

	Current Year	Previous Year
Foreign exchange earnings	NIL	NIL
Foreign exchange outgo	NIL	NIL

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 statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2024 and of the loss of your Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) that the Annual Financial Statements have been prepared on a going concern basis;

(e) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDIT COMMITTEE

Your Company is not required to constitute an Audit Committee since it does not fall within the class of companies prescribed under the Companies (Meetings of the Board and its Powers) Rules, 2014.

NOMINATION AND REMUNERATION COMMITTEE

Your Company is not required to constitute a Nomination and Remuneration Committee since it does not fall within the class of companies prescribed under the Companies (Meetings of the Board and its Powers) Rules, 2014.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees were in receipt of monthly or yearly remuneration in excess of limits prescribed under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS

There is no change in the composition of the Board of Directors of the Company during the year under review.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

BUSINESS RISK MANAGEMENT

The nature of risk is dynamic of business and entrepreneurship. The risk to the business is look after by the Directors of your Company and take necessary steps to mitigate the same.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Companys Internal Financial Control System is commensurate with the size, scale and complexity of its operations.

The management monitors and evaluates the efficacy and adequacy of internal financial control system in the Company.

Managing these internal financial controls systems has been appropriately delegated to key employees who report discrepancies / exceptions on an immediate basis to the Directors of your company. These systems are reviewed from time to time and requisite improvements are implemented to mitigate the operating risks.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated a policy on Prevention of Womens Rights at Workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy has been widely disseminated. There were no cases of Sexual Harassment received by the Company in FY 2023-24.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. YPKDAj & Associates LLP (Firm Reg. No.: 100288W), Chartered Accountants, the Statutory Auditors of the Company, was appointed for 3 years from 2024 to 2026 at the Annual General Meeting held on 30th September, 2023. In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the reappointment of the Statutory Auditor at every Annual General Meeting. Hence, the item of ratification of re-appointment of Statutory Auditor is not considered in this Annual General Meeting. In view of the same M/s. YRKDAJ & Associates LLP, Chartered Accountants will continue to act as Statutory Auditors of your Company for Financial Year 2024-25.

Cost Auditors

Yum Company is nut lequiied to maintain cost iecoids as pel the Companies (Cost Records and Audit) Amendments Rules, 2014.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company.

RELATED PARTY TRANSACTIONS

All the related party transactions were in the ordinary course of business and arms length details of which are maintained as per Companies Act and disclosed in notes to the Financial Statement.

CORPORATE SOCIAL RESOINSIBILITY

Ti e provisions of Section 135 of the Companies Act, 2013 with respect to the expenditure on CSR activities were not applicable to the Company, during the period under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant/material orders passed by the regulators/courts/tribunais during the year under review which would impact the going concern status of your Company and its future operations.

DETAILS OF MATERIAL CHANGES AND COMMITMENT OCCURRED DURING PERIODAFFECTING FINANCIAL POSITION OF COMPANY

There are no material changes and commitments 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.

VALUATION - ONETIME SETTLEMENT

The Company has nor done any settlement tor loans obtained from Banks or Financial Institutions; hence the disclosure requirements are not applicable.

DISCLOSURE UN INSOLVENCY AND BANKRUPTCY CODE 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code 2016, hence the disclosure requirements are not applicable.

ACKNOWLEDGEMENTS

Your directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, their employees, regulatory authorities and its bankers.

Your directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

Date: September 28, 2024 Place: Navi Mumbai