vivid mercantile ltd share price Directors report


To,

The Members,

Your Directors have pleasure in presenting their Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS /PERFORMANCE OF THE COMPANY

The Boards Report is prepared based on the stand alone financial statements of the company.

(Amount in Rs)

PARTICULAR 2022-23 2021-22
Total Income for the year was 9,39,42,933 23,08,16,330
Operating & Administrative expenses 4,90,24,220 17,88,92,489
Net Profit/(Loss) Before Tax 4,49,18,712 5,19,23,841
Less: Provision For Tax 15,50,000 50,30,000
Deferred Tax 0 0
Profit/(Loss) After Tax 4,33,68,712 4,68,93,841

2. OPERATION AND REVIEWS

Total Revenue from operation of the company is Rs. 9,39,42,93 3/- and the net profit after tax is Rs. 4,33,68,712/- for the Financial year 2022-23.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for the financial year ended on 31st March, 2023.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year there is no changes in the nature of the business of the company.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

Following are the Director and Key Managerial Personnel of the company as on a date of sign of this Report.

Sr. No. Name of Directors/KMPs Designation
1 Mr. Satishkumar Ramanlal Gajjar Managing Director
2 Mrs. Geetaben Satishbhai Gajjar Whole time Director
3 Mr. Dhaval Satishkumar Gajjar Non-Executive Director
4 Mr. Satish Vadilal Sheth Non-Executive Independent Director
5 *Mr. jaymin Rakeshkumar Shah Non-Executive Independent Director
6 *Mr. Ayush Manishbhai Shah Non-Executive Independent Director
7 Ms. Priti Jain Company Secretary
8 Mr. Satishkumar Ramanlal Gajjar Chief Financial Officer

• After the Closing of Financial year of the Company has appointed Mr. Jaymin Rakeshkumar Shah (DIN: 10221501) and Mr. Ayush Manishbhai Shah (DIN: 10225078) as Additional Directors (Non-Executive Independent) on the Board of the Company w.e.f. 08th July 2023. The Board hereby recommends their appointment as Independent Directors. The relevant details of them are given in the Explanatory Statement to the Notice convening the Meeting

• Pursuant to the provisions of Section 152 ofthe Act, Mrs. Geetaben Satishbhai Gajjar (DIN: 05254107), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends his re-appointment

• Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

8. NUMBER OF BOARD MEETINGS

The Board of Directors met Five (5) times in respect of said meetings, proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

Board Meetings held during the Year

Date on which the Board Meetings were held Total Strength of the Board No of directors present
30-06-2022 5 5
07-09-2022 5 5
12-11-2022 5 5
28-01-2023 5 5
14-03-2023 5 5

The gap between two Board Meetings was within the maximum time gap prescribed under the Act and the Listing Regulations. The requisite quorum was present in all the meetings.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

10. DECLARATION BY INDEPENDENT DIRECTORS

Declaration from all the independent directors has been received that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(l) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;

(if) The directors 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 and of the profit/loss of the company for that period;

(iii) The directors have 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;

(iv) The directors have prepared the annual accounts on a going concern basis; and

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

13. CHANGE IN CAPITAL SRIICTIIRE OF COMPANY

During the year under review, The Company has not made any changes in Capital Structure of the Company.

14. MATERIAL CHANGES AND COMMITMENTS. IF ANY

There is no Material Change and Commitments During the Year.

15. EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.vividmercantile.com.

16. AUDITORS AND THEIR REPORT

• STATUTORY AUDITORS

The Company has appointed M/s. Bhagat & Co, Chartered Accountants (Firm Registration No. 127250W) as Statutory Auditors of the Company as per the Provisions of Section 139 of the Companies Act, 2013 for a period of Five Years and they will continue to hold the office till the conclusion of AGM of the Company to be held in 2025-26.

The Company has received a confirmation from the Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

• SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/S Neelam Somani & Associates, Practicing Company Secretary (CP No. 12454) to undertake the Secretarial Audit of the Company for the FY 2022-23. The Secretarial Audit Report for the FY 2022-23 is annexed to this Directors Report herewith as per "Annexure - A"..

• COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

17. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review.

18. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

20. RISK MANAGEMENT POLICY

Your Company has established comprehensive Risk Management System to ensure that risks to the Companys continued existence as a going concern and to its growth are identified and addressed on timely basis. Report on Risk Management forms an integral part of this Annual Report.

21. WHISTLE BLOWER POLICY

The Company promotes safe, ethical and compliant conduct of all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct - without fear of any retaliation.

22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

23. RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule 8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per "Annexure - B".

However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

25. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures pertaining to conservation of energy, technology absorption and foreign exchange earnings & outgo, were not applicable to the Company during the year under review.

26. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE / SEXUAL HARASSMENT COMMITTEE

• Audit Committee

Constitution & Composition of Audit Committee:

The Company has formed the Audit Committee as per the applicable provisions of Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations. The composition of the Committee and details of meetings attended by the members are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Satish Vadilal Sheth Member Non-Executive- Independent Director 4 4
Umeshbhai Rasiklal Gor Chairperson Non-Executive- Independent Director 4 4
Satishkumar R. Gajjar Member Executive Director 4 4

• Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing Regulations (applicable upon listing of Companys Equity Share. The Nomination and Remuneration Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Satish Vadilal Sheth Member Non-Executive Independent Director 2 2
Dhaval Satishkumar Gajjar Member Non-Executive Independent Director 2 2
Umeshbhai Rasiklal Gor Chairperson Non-Executive Independent Director 2 2

The Policy of nomination and Remuneration committee has been place on the website of the company at www.vividmercantile.com and the salient feature of the same has been disclosed under "Annexure - C".

• Stakeholders Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing Regulations (applicable upon listing of Companys equity shares) vide board resolution dated May 30,2019.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Satish Vadilal Sheth Chairperson Non-Executive - Independent Director 2 2
Dhaval Satishkumar Gajjar Member Non-Executive - Non Independent Director 2 2
Satishkumar R. Gajjar Member Executive Director 2 2

• Sexual Harassment Committee

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the rules framed thereunder. The Company has constituted Committee for redressal of complaints on sexual harassment. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2023. .

Constitution & Composition of Sexual Harassment Committee:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Geetaben S. Gajjar Chairperson Executive Director 1 1
Dhaval Satishkumar Gajjar Member Non-Executive - Non Independent Director 1 1
Satishkumar R. Gajjar Member Executive Director 1 1

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies current working and future outlook.

28. CORPORATF GOVERNANCE

As per Regulation 15(2) of the Listing Regulations, duly Complied With the Company and the Details of the Committee and Composition of Board and Other Relevant Information already Mentioned in Annual Report.

29. PROCEEDINGS PRNDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

There are no such proceedings or appeals pending and no application has been filed under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end of the financial year upto the date of this report.

30. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, the Company has availed loans from the Banks. However, there was no instance of any one time settlement for reporting details vis-a-vis Valuation.

31. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companys employees at all levels.

Date: 06.09.2023 By order of the board of directors of
Place: Ahmedabad Vivid Mercantile Limited
Sd/-
Satishkumar Ramanlal Gajjar
Managing Director
DIN:05254111
Registered Office:
Basement, Medicare Centre,
B/h. MJ Liabrary, Opp. Stock exchange,
Ellisbridge Ahmedabad - 380006, Gujarat