To,
The Members,
Vivanza Biosciences Limited
Your Directors have pleasure in presenting their 42nd Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2024.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
(Amount in US $)
('Rs.in Lacs)
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
During the year under review, the Company has earned revenue of Rs. 1446.73 lacs. The Board of Directors of the Company is continuously making efforts for the growth of the Company.
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.71,53,000 as compared to Rs.39,79,000 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.1/- each. The Authorized Share Capital of the company is Rs.4,00,00,000/- divided into 4,00,00,000 equity shares of Rs.1/- each. The paid up share capital of the company as on March 31, 2024 is Rs. 4,00,00,000/- divided into 4,00,00,000 equity shares of Rs.1/- 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
No Material changes have occurred during the year which shall affect the Financial position of the Company.
8. 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 wholly owned subsidiary Company i.e. "Vivanza Lifesciences Private Limited". Form AOC-1 in this regard, is attached at the end of financial statements.
9. Deposits
The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.
10. Disclosure regarding issue of Employee Stock Option:
Company has not issued any Employee Stock Option during the year.
11. 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.vivanzabiosciences.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.vivanzabiosciences.com as is required in terms of section 92(3) of the Companies Act, 2013.
12. 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.
13. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith as Annexure-A.
14. Corporate Social Responsibility (CSR)
Corporate Social Responsibility (CSR) is not applicable to the Company during the year.
15. Directors:
A. Details of Appointment/resignation of Directors and Key Managerial Personnel
Mr. Hemant Parikh was reappointed as a Retiring Director by the members at their 41st Annual General Meeting held on 28th July 2023.
Ms. Rina Kumari & Mr. Aagam P. Shah was appointed as an Additional Director to hold office upto next Annual General Meeting in capacity of Non-Executive Independent Director w.e.f. 30thApril 2024 for the period of five years subject to approval of members. Requisites resolutions are being proposed for your approval at ensuing Annual General Meeting.
Ms. Apeksha Vyas has resigned from the position of Non-Executive Independent Director w.e.f. 30.04.2024.
Ms. Manali Patel has resigned from the position of Non-Executive Independent Director w.e.f. 25.04.2023
Mr. Girish Bhatt has resigned from the position of Managing Director of the Company w.e.f. 25.04.2023.
Mr. Jayendra Mehta has been appointed as Managing Director of the Company w.e.f. 25.04.2023.
B. Statement on declaration given by independent directors under Section 149(6) Of the Act
The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Act.
C. 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)
D. Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, Composition of the Board and Committees, culture, execution and performance of specific duties, obligation and governance. The performance evaluation of the Independent Directors was completed.
During the financial year under review, the Independent Directors met to discuss:
• Performance evaluation of Non-Independent Directors and Board of Directors as a whole;
• Performance evaluation of the Chairman of the Company;
• Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board.
The Board of Directors expressed their satisfaction with the evaluation process.
E. Policy on Director's Appointment and Remuneration
The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. All the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel are as per the Nomination and Remuneration Policy of the company.
16. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During this year, Five Board and five audit committee meetings were held.
The intervening gap between the Meetings was within the period prescribed under The Act and The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015[LODR].
17. Details of establishment of vigil mechanism for directors and employees
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.
The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.vivanzabiosciences.com.
18. Particulars of loans given, guarantees given, investments made and securities provided
Details of loans, guarantees and investments are within the limit of the provisions of Section 186 of The Act as appearing in the Note 11 and Note 2 to the financial statements.
19. Particulars of contracts or arrangements with related parties
Particulars of contracts or arrangements with related parties in Form AOC-2 are enclosed as per Annexure-B.
20. Managerial Remuneration
Disclosures pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure-C.
21. Auditors
• Statutory Auditors
M/s. Shivam Soni & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company from the conclusion of the 40th Annual General Meeting to hold office upto the conclusion of 46th Annual General Meeting.
• Secretarial Auditors
M/s. Chintan Patel & Associates, Practicing Company Secretaries, Ahmedabad, Gujarat, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company as per provisions of Section 204 of The Companies Act, 2013 and issue of Annual Secretarial Compliance certificate pursuant to Regulation 24A of LODR. The Secretarial Audit Report and Annual Secretarial Compliance Report have been annexed to this Report as per Annual Annexure-D respectively.
• Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditor's Reports;
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.
Neither the Statutory Auditors nor the Secretarial Auditors of the Company in their respective draft reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.
22. Corporate Governance Report
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. Annexure-F.
23. Management Discussion and Analysis Report
A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of LODR forms part of this Report. It deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. enclosed as per Annexure-E.
24. Risk management
The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.
The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.
25. Directors' Responsibility Statement
As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement", and confirm that:
a) In preparation of annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;
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 at the end of the financial year and of the profit or loss of the Company for that year;
c) The Directors had 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) The Directors had prepared the annual accounts for the year ended 31st March, 2024 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the company has complied with provisions of the same.
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
27. Directors Training & Familiarization
The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the Pharma Industry. Considering the association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the pharma industry, their training and familiarization were conducted in the below mentioned areas:
• The Roles, Rights, Responsibilities and Duties of Independent Directors
• Business Development Strategy and Plans
• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
• Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
28. Audit Committee
The Audit Committee of the Board consists of Two Independent and One 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 thereunder.
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:-
There were 5 (Five) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2023-24, (i.e.25thApril 2023, 30th June, 2023, 10th August, 2023, 26th October, 2023 and 06th February, 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.
29. 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 thereunder, 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:-
There was 1 (One) Meetings of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2023-24 (i.e., on 25th April, 2023).
30. 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:-
During the Financial Year 2023-24, 4 (Four) Meeting of the Stakeholders' Relationship Committee was held, i.e., on 14th April, 2023, 19th June, 2023, 17th October, 2023 and 08th January, 2024.
31. INDEPENDENT DIRECTOR'S COMMITTEE:
Pursuant to the provisions of Section 149 of the Companies Act, 2013, your Company has constituted a Independent Director's Committee of the Board of Directors, comprising of the following Members during the Financial Year 2023-24:-
32. Secretarial Standards
Secretarial Standards for the Board of Directors and General Meetings (SS-1 & SS-2) are applicable to the Company. The Company has complied with the provisions of both Secretarial Standards.
33. No application/ proceeding under IBC
Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in this regard.
34. DISCLOSURES OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND TAKING LOAN FROM 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.
35. Acknowledgements
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.