Equity Analysis

Directors Report

    Vivanta Industries Ltd
    Industry :  Miscellaneous
    BSE Code
    ISIN Demat
    Book Value()
    541735
    INE299W01022
    1.345672
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    N.A
    174
    43.5
    EPS(TTM)
    Face Value()
    Div & Yield %:
    0.02
    1
    0.86
     

To,

The Members,

Vivanta Industries Limited

Directors have pleasure in presenting their 11thAnnual Report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2024

1. FINANCIAL RESULTS

(Rs. in Lacs)
Standalone Consolidated
Particulars Year ended 31.03.2024 Year ended 31.03.2023 Year ended 31.03.2024 Year ended 31.03.2023
I. Total Revenue 3730.93 2474.24 3730.93 2481.54
II. Total Expenditure 3590.03 2279.53 3601.59 2302.70
III. Profit/(Loss) Before Tax (I-II) 140.89 194.71 129.33 178.84
IV. Tax Expenses 36.84 49.00 36.83 49.00
V. Profit/(Loss) After Tax (III-IV) 104.06 145.71 92.50 129.84

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The Board of Directors of the Company is continuously making efforts for the growth of the Company. The Company's income from operations for the period under review was Rs. 3730.86 Lakhs as compared to Rs. 2,474/- Lakh in the previous year thereby registering around 52% over the previous year.

3. DIVIDEND: -

During the period under review, the Company has declared and paid final dividend at 3% of the face value of Rs. 1/- per share.

4. TRANSFER TO RESERVE

Reserves & Surplus at the end of the year stood at Rs. 4,00,00,000 as compared to Rs. 5,74,00,000 at the beginning of the year. The Board of Directors has transferred the entire amount of profits for the financial year 2023-24 to general reserves of the Company.

5. SHARE CAPITAL

At present, the Company has only one class of shares – equity shares with face value of Rs.1/- each.

During the period under review, the Company has increased Authorized Share Capital of the company vide approval of Members Resolution in Annual General meeting dated 28th August, 2023 from Rs. 10,00,00,000/- Equity Share Capital which comprises of 10,00,00,000 Equity Shares of Rs. 1/- each to Rs. 12,50,00,000/- divided into 12,50,00,000 equity shares of Rs.1/- each.

The paid-up share capital of the company as on March 31, 2024 is Rs. 12,50,00,000/- divided into

12,50,00,000 equity shares of Rs.1/- each.

Bonus Issue: During the year under review, the Company has approved issue of bonus equity shares to Shareholders of the Company. Pursuant to Section 63 of the Companies Act, 2013 read with Rule 14 of Companies (Share Capital and Debentures) Rules, 2014 and in accordance with the provisions of Chapter XI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015) (including any modification(s), amendment(s) or re-enactment(s) for the time being in force), Consent of Shareholders has been accorded at General

Meeting held on 28thAugust, 2023 for capitalization to the extent of Rs. 2,50,00,000/- (Rupees Two Crore Fifty Lakhs only) as available in the General Reserves account of the Company, for the purpose of Issuance and allotment of 2,50,00,000 (Two Crore Fifty Lakhs) fully paid-up Bonus Equity Shares of Rs. 1/- each, to the shareholders of the Company in the proportion of One fully paid-up equity share of Rs. 1/- each for every four fully paid equity share of Rs.1/- each held (Ratio 4:1) held by the equity shareholders of the Company whose names appears in the Register of members of the Company/ List of Beneficial owners as maintained with the Depositories.

6. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI Listing Regulations can be accessed at the link https://vivantaindustries.com/wp-content/uploads/2023/08/Dividend-Distribution-Policy.pdf

7. 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. However, Company has declared and paid Final Dividend in the F.Y. 2023-24, hence the need to transfer unclaimed and unpaid dividend to IEPF is not applicable as the period of 7 years has not yet lapsed from the declaration of Final Dividend.

8. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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 Company's future operations.

9. ANNUAL RETURN ON WEBSITE

In Accordance with section 134 (3) (a) and 92 (3) of the Companies Act, 2013 read with Rule 12 (1) of Companies (Management and Administration) Rules 2014, The Annual Return in form MGT-7 for Financial Year 2023 -2024 will be available on website of Company i.e.www.vivantaindustries.com. The due date for filing Annual Return for Financial Year 2023 -2024 is within a period of 60 days from date of Annual General Meeting. Accordingly, the company shall file the same with MCA within prescribed time and the copy of the same shall be made available on website i.e.www.vivantaindustries.com as is required in terms of section 92(3) of the Companies Act, 2013.

10. DIRECTORS/ KEY MANAGERIAL PERSONNEL: -

(A) Details of the Directorship and Key Managerial Personnel during the financial year 2023-24

Sr. No. Name of the Director DIN Designation
1. Parikh H.A. 00027820 Executive Managing Director, Promoter
2. Bhatt J.R. 03362796 Non-Executive Director
3. *Gandhi T.J. 03577792 Independent Non-Executive Director (Resigned w.e.f 18th June, 2024)
4. Ms. Apeksha S. Vyas 09469295 Women Independent Director (Resigned with effect from 30th May, 2024)
5. **Mr. Mukeshkumar G. Kanazariya 10451579 Additional Independent Non-Executive Director (Appointed w.e.f 18th June, 2024)
6. **Ms. Nidhi Bansal 09693120 Additional Independent Non-Executive Director (Appointed w.e.f 30th May, 2024)
7. Mr. Rushabh A. Shah 09012222 Independent Director

*Mr. Gandhi T. J. (DIN: 03577792) has resigned from the position of Independent Director w.e.f 18th June, 2024.

**Ms. Nidhi Bansal (DIN:09693120) and Mr. Mukesh G. Kanazariya (DIN: 10451579) was appointed as an Additional Independent of the company to hold the office upto next Annual General Meeting in capacity of Non-Executive Independent Director w.e.f. 30th May, 2024 and 18th June, 2024 respectively for the period of five years subject to approval of members. Requisites resolutions are being proposed for members' approval at ensuing Annual General Meeting.

Details of the Key Managerial Personnel of the Company as on 31st March, 2024 are as follows:

Sr. No Name DIN/PAN Designation
1. Parikh H.A. 00027820 Managing Director, Promoter
2. Sweta Sandeep Prajapati AUYPG1025H Company Secretary and Compliance Officer (Resigned w.e.f 29th May, 2023)
2. *Aesha Shah BNRPS4454B Company Secretary and Compliance Officer (Appointed w.e.f 29th May, 2023) (Resigned w.e.f 22nd April, 2024)
3. Parekh K.A. BFDPP4709J CFO (KMP) (Resigned w.e.f 5th March, 2024)
4. Vikas Vishnubhai Patel CBCPP9728D CFO (KMP) (Appointed w.e.f 5th March, 2024)
5. *Vinita Keswani FDWPK1638E Company Secretary and Compliance Officer (Appointed w.e.f 30th May, 2024)

* Ms. Aesha Shah resigned from the post of Company Secretary & Compliance Officer on 22nd April, 2024 till closing of business hours.

*Ms. Vinita Keswani has been appointed for the post of Company Secretary & Compliance Officer w.e.f 30th May, 2024. 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 2023-24 DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Bhatt J. R. (DIN: 03362796) designated as the Non-Executive Director of the Company was liable to retire by rotation at the 11thAnnual General Meeting and shall be reappointed subject to the approval of members at ensuing Annual General Meeting. (Details of Directors Seeking Appointment / ReAppointment at the forthcoming Annual General Meeting is presented under Annexure-A)

During the financial year, Ms. Apeksha S. Vyas, Women Independent Director has resigned with effect from 30th May, 2024.

KEY MANAGERIAL PERSONNEL

Mr. Kuldip Parekh has resigned from the position of Chief Financial Officer w.e.f 5th March, 2024 and Mr. Vikas Patel has been appointed as Chief Financial Officer w.e.f 5th March, 2024. Ms. Sweta Sandeep Prajapati has resigned from the position of Company Secretary & Compliance Officer w.e.f 29th May, 2023 and Ms. Aesha Shah has been appointed as Company Secretary & Compliance officer w.e.f 29th May, 2023. Except as above there were no other changes in the Directors and Key Managerial Personnel of the Company during the year 2023-24 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.

11) MEETINGS: - BOARD MEETINGS: -

The Board of Directors met Nine times during the year on 18th April, 2023, 29th May, 2023, 18th July, 2023, 31st July, 2023, 6th September, 2023, 13th October, 2023, 29th December, 2023, 25th January, 2024 and 5th March, 2024.

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, 2024, the Board of Directors has the following committees:

Audit Committee

Nomination & Remuneration Committee Stakeholders' Relationship Committee Independent Director 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 Company's website.

The Audit Committee comprises of the following Members as on March 31, 2024:

Name Designation Category
Mr. Gandhi T. J. Chairman Non-Executive, Independent Director
Mr. Bhatt J. R. Member Non-Executive, Non-Independent Director
Mr. Rushabh Shah Member Non-Executive, Independent Director
Ms. Apeksha Vyas Member Non-Executive Women Independent Director

There were 5 (Five) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2023-24, (i.e.,18thApril, 2023, 18th July, 2023, 13th October, 2023, 25th January, 2024 and 5th March, 2024).

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 2023-24, 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, 2024: -

Name Designation Category
Mr. Gandhi T. J. Chairman Non-Executive, Non-Independent Director
Mr. Bhatt J. R. Member Non-Executive, Independent Director
Mr. Rushabh Shah Member Non-Executive, Independent Director
Ms. Apeksha Vyas 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 2023-24 (i.e., on 29th May 2023, 31st July 2023, 29th December 2023, 5th March, 2024).

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 2023-24: -

Name Designation Category
Mr. Bhatt J. R. Chairman Non-Executive, Non-Independent Director
Mr. Gandhi T. J. Member Non-Executive, Independent Director
Mr. Rushabh Shah Member Non-Executive, Independent Director
Ms. Apeksha Vyas Member Non-Executive Women Independent Director

During the Financial Year 2023-24, 4 (Four) Meetings of the Stakeholders' Relationship Committee were held, i.e., 5th April, 2023, 4th July, 2023, 16th October, 2023 and 9th January, 2024.

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:

Particulars of contracts or arrangements with related parties in Form AOC-2 are enclosed as perAnnexure-B.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY 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

No Material changes have occurred during the year which shall affect the Financial position of theCompany.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION:

Company has not issued any Employee Stock Option during the year.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the year, the Company has not issued Sweat Equity shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rule, 2014 are not reported yet.

14) 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.

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO: -

The foreign exchange earnings and outgo during the financial year ended 31st March, 2024 is as follows:

2023-24 2022-23
Foreign Exchange Earning 0.92 0
Foreign Exchange out go 0 0

16) Performance and financial position of each of the subsidiaries, associates, and joint venture companies

No Company has become or ceased to be subsidiary/Joint venture/Associate Company of the Company during the year. However, the Company has one Joint Venture i.e., "CKIM Pharma LLP". Form AOC-1 in this regard, is attached with this report as Annexure-C.

17) DEPOSITS: -

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

18) 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.

19) 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.

20) 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 behaviour in all its business activities and encourages employees to report concerns and unethical behaviour, actual or suspected fraud or violation of the company's 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 Company's 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.

21) 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 2023-24.

S.NO 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

22) CORPORATE GOVERNANCE: -

During the period under review, Compliance with the Corporate Governance Provisions as per Regulation 15(2) of the SEBI Listing Regulations are applicable to the Company. 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, are applicable to the listed entity as the limits are triggered as mentioned in Regulation 15(2) of the SEBI Listing Regulations.The Corporate Governance Report during the period under review is mentioned in "Annexure-D".

23) 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 2023-24 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 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 (CP/Firm No.: 18289), Ahmedabad as a Secretarial Auditor of the Company for the Financial Year 2023-24.

Due to Casual Vacancy caused by M/s. Maulik Modi & Co, Company Secretaries (CP/Firm No.: 18289), the Board of Directors has approved appointment of M/s. Gaurav Bachani & Associates, Company Secretaries (Membership no. A61110), Ahmedabad as Secretarial Auditors at their meeting held on 5th March, 2024 for conducting the Secretarial Audit of the Company for the financial year 2023-24. Due to pre-occupation of M/s Gaurav Bachani & Associates (Mem No: A61110), the Company in its Board Meeting held on 30th May, 2024 has appointed M/s Jay Pandya & Associates, Company Secretary (Firm Reg No: S2024GJ963300) as Secretarial Auditor of the Company for the Financial Year 2023-24.

The Secretarial Audit Report for the financial year 2023-24, in form MR-3, does not contain any qualification, reservation or adverse remark except mentioned below and is annexed to this report as "Annexure-E”.

1. During the year under review the Company had complied with the all provsions 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. During the financial year 2023-24, no fraud was reported by the Secretarial Auditors of the Company in their Audit Report.

24) 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-F".

25) INSURANCE: -

All the properties of the Company are adequately insured.

26) ANNUAL LISTING FEE:-

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

27) INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

28) 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.

29) 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, 2024 and of the profit of the Company for the period ended on 31st March, 2024.

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 2023-24 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 - G" 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. 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.

35. DISCLOSURES OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND TAKING LOANFROM

THE BANKS OR FINANCIAL INSTITUTIONS

Your Directors' state that during the year under review, the Company has not availed any financial assistance from the Banks or Financial Institutions.

36. CAUTIONARY STATEMENT:

Statements in the Directors' Report and the Management Discussion and Analysis Report describing the Company's 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 Company's 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.

37. 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.

38. DEPOSITORY SYSTEM:

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

39. 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.

40. 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.

41. 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: 25.07.2024 For, Vivanta Industries limited
Sd/- Sd/-
Mr. Parikh H. A. Mr. Bhatt J. R.
Managing Director Director
DIN:00027820 DIN: 03362796