Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2017.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
| || |
|Particulars ||Year ended ||Year ended ||Year ended |
| ||31/03/2017 ||31/03/2016 ||31/03/2017 |
|1. Total Revenue ||351.99 ||0.05 ||351.99 |
|II. Total Expenditure ||367.87 ||(6.08) ||383.13 |
|III. Profit/(Loss) Before Tax (l-ll) ||(15.88) ||(6.03) ||(31.14) |
|IV. Provision forTaxation ||0 ||0 ||0 |
|V. Profit/(Loss) After Tax (lll-IV) ||(15.88) ||(6.03) ||(31.14) |
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
During the year under review company has earned revenue ofRs. 351.99 lacs compared torevenue ofRs. 0.05 lacs of previous year. The Board of Directors of the Company iscontinuously making efforts for the growth of the Company.
Due to loss during the year the Company is not able to declare Dividend.
4. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at Rs. (3219388) as compared toRs. (1631313) at the beginning of the year.
5. SHARE CAPITAL:
At present the Company has only one class of shares - equity shares with face value ofRs. 10/- each. The Authorized Share Capital of the company is Rs. 40000000/- dividedinto 4000000 equity shares of Rs. 10/- each. The paid up share capital of the company ason March 31 2017 is Rs. 40000000/- divided into 4000000 equity shares ofRs. 10/-each.
During the year Preferential allotment of 2362000 Equity Shares and 1450000Convertible Warrants was made in the meeting of Board of Directors of the Company held on17/06/2016 and consequently the paid up share capital of the Company had increased fromRs. 1880000/- divided into 188000 equity shares ofRs. 10/- each to Rs.
2.55.00. 000/- divided into 2550000 equity shares ofRs. 10/- each.
Further the 1450000 Convertible Warrants allotted on preferential basis wereconverted into 1450000 Equity shares of Rs. 10/- each in the Board Meeting held on31/03/2017 and consequently the paid up share capital of the Company has increased fromRs. 25500000/- divided into 2550000 equity shares of Rs. 10/- each to Rs.4.00.00.000/- divided into 4000000 equity shares ofRs. 10/- each.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. FUTURE OUTLOOK:
The Company is in business of trading of Pharmacy products. However Competition in theindustry is continuously increasing. New technology is being adopted and steps are takento improve the manufacturing capacity of the Company. Further the Company has also setits vision in global market to supply and execute turnkey pharmaceutical units.
8. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review several energy conservation initiatives were adoptedand were taken by the Company. There are no plans to import any kind of technology for theproject and hence information regarding its absorption is not applicable. There was noresearch activities carried out during the year as well as no foreign exchange income oroutgo during the year.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan affect the financial position of the Company.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No order has been passed by the Regulators/Court or Tribunals which can impact thegoing concern status and Company's operation in future.
11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has acquired 100% Equity Shares of Vivanza Lifesciences Private Limited(Formerly Fortune Beverages Private Limited) by virtue of the holding in VivanzaLifesciences Private Limited had became Wholly Owned Subsidiary of the Company w.e.f.17/06/2016.
There are no associate companies or joint venture companies within the meaning ofsection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange 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 Board's Reporthas been prepared on standalone financial statements and a report on performance andfinancial position of the Wholly Owned Subsidiary included in the consolidated financialstatements is included in the financial statements and performance & financialposition of the Subsidiary given in point no. 1 & in Form AOC-1 is attached to theFinancial Statements.
In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Companywww.vivanzabiosciences.com. Further as perfourth proviso of the said section auditedannual accounts of the Wholly Owned Subsidiary has also been placed on the website of theCompany www.vivanzabiosciences.com. Shareholders interested in obtaining a copy of theaudited annual accounts of the subsidiary companies may write to the Company at theCompany's registered office.
Pursuant to first proviso to Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 a statement containing salient features of theFinancial Statements of your Company's Wholly Owned Subsidiary in Form AOC-1 is attachedto the Financial Statements.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
13. MEETING OF BOARD OF DIRECTORS:
During the year under the review 7 (Seven) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
14. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
All the Properties of the Company are adequately insured.
16. RELATED PARTY TRANSACTIONS:
There are materially significant related party transactions made by the Company whichmay have a potential conflict with the interest of the Company. Details of the relatedparty transactions entered at arm's length are given in Form AOC-2 attached to theFinancial Statements.
17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Harshul Shah (DIN: 01955747) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.
There are changes in the constitution of Board and Management of the Company w.e.f.17/06/2016. Mr. Hemant D. Nanavati (DIN: 05143917) Managing Director and Mr. VishnuChauhan (DIN: 01955762) Independent Director had resigned from the directorship of theCompany and Mr. Bhaskar Bhattacharya (DIN: 07487250) was appointed as the ManagingDirector of the Company in the meeting of Board of Directors of the Company held on17/06/2016. In the same meeting the Board has also appointed Mr. Naveen Jain (DIN:05154306) and Mr. Sitaram Prasad Paikray (DIN: 00367827) as Independent AdditionalDirectors of the Company who were regularised as Independent Directors of the Company inthe Annual General Meeting (AGM) held on 29th September 2016.
Mr. Jainil Bhatt has been appointed as Chief Financial Officer of the Company w.e.f. 17thJune 2016.
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013.
As required under Section 203 of the Companies Act 2013 Mr. Hemant Nanavati hadserved as Key Managerial Personnel of the Company upto 17/06/2016 and from 17/06/2016 theCompany has Mr. Bhaskar Bhattacharya and Mr. Jainil Bhatt as the Key Managerial Personnelof the Company.
18. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board had carried out performance evaluation of itsown the Board Committees and of the Independent directors. Independent Directors at aseparate meeting evaluated performance of the Non-Independent Directors Board as a wholeand of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management.
20. MANAGERIAL REMUNERATION:
The Company has paid Mr. Bhaskar Bhattacharya (Managing Director) remuneration duringthe year. A detail of the remuneration paid is elaborated in extract of Annual Return(MGT-9) in Annexure II.
21. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under review on24/03/2017.
22. COMMITTEES OF THE BOARD:
There are currently Three Committees of the Board as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their composition and meetings held during theyear are provided in the "Report on Corporate Governance" a part of thisAnnual Report.
A. Statutory Auditors
M/s GMCA & Co. Chartered Accountants (Firm Registration NO.109850W) were appointedas Statutory Auditors of your Company at the Annual General Meeting held on 29thSeptember 2016 for a term of five consecutive years. As per the provisions of Section 139of the Companies Act 2013 the appointment of Auditors is required to be ratified byMembers at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s GMCA & Co. Chartered Accountants (Firm Registration NO.109850W) thattheir appointment if made would be in conformity with the limits specified under theAct.
It is proposed to ratify the appointment of M/s GMCA & Co. Chartered Accountants(Firm Registration NO.109850W) to audit the accounts of the Company for the financial year2017-2018.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Patel& Associates Practicing Company Secretaries Ahmedabad to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV.
There is no qualification reservation or adverse remark in the report.
C. Internal Auditors:
The Board of Directors has appointed M/s. Naimish K. Shah & Co. CharteredAccountant (FRN 106828W) as Internal Auditors of the Company forthe F. Y. 2017-18.
24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Company has appointed M/s. Naimish K. Shah & Co. Chartered Accountant(FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultationwith the internal auditors formulates the scope functioning periodicity and methodologyfor conducting the internal audit. The internal auditors carry out audit covering interalia monitoring and evaluating the efficiency & adequacy of internal control systemsin the Company its compliance with operating systems accounting procedures and policiesat all locations and submit their periodical internal audit reports to the AuditCommittee. Based on the internal audit report and review by the Audit committee processowners undertake necessary actions in their respective areas. The internal auditors haveexpressed that the internal control system in the Company is robust and effective. TheBoard has also put in place requisite legal compliance framework to ensure compliance ofall the applicable laws and that such systems are adequate and operating effectively.
25. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges. Majorrisks identified for the Company by the management are Currency fluctuation Compliancesof various applicable Laws Regulatory changes Manufacturing & Supply LitigationTechnological Changes and new capital investments return. The management is however ofthe view that none of the above risks may threaten the existence of the Company as robustRisk mitigation mechanism is put in place to ensure that there is nil or minimum impact onthe Company in case any of these risks materialize.
26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and Regulation 22 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has constituted a Whistle Blower Policy/ Vigil Mechanism toestablish a vigil mechanism for the directors and employees to report genuine concerns insuch manner as may be prescribed and to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct.
27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder your Company hasassigned the responsibilities to Audit Committee. During the year no complaint withallegations of sexual harassment was filed with the Company.
28. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state that-
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31stMarch 2017 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
30. CORPORATE GOVERNANCE:
As per Regulation 15(2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") compliance with the corporate governance provisions as specified inregulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V shall not apply to the Company. Although as a good governancepractise a detailed report on Corporate Governance is given as a part of the AnnualReport. The Certificate of the non applicability of submission of Report on CorporateGovernance is attached to the Report on Corporate Governance. Report on CorporateGovernance is given elsewhere in this Annual Report herewith attached asAnnexure V.
31. CORPORATE GOVERNANCE CERTIFICATE:
The Certificate of the non applicability of submission of Report on CorporateGovernance as stipulated in Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is appended to the report on CorporateGovernance herewith attached as Annexure VI.
32. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under section 135 of Companies Act 2013 hence detailsregarding policy on Corporate Social Responsibility is not applicable to the Company.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report as required under SEBI ListingRegulations is included in this Report. Certain statements in the said report may beforward looking. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of the future performance and outlook.
34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure III.
35. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with Scrip CodeNo. 530057 & Security ID: VIVANZA. The Company confirms that the annual listing fee tothe stock exchange for the financial year 2017-18 has been paid.
36. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company. Your Directors also sincerely thank toall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.
|Place: Ahmedabad || |
For and on behalf of the Board
|Date: August 22 2017 ||SD/- ||SD/- |
| ||Harshul K. Shah ||Bhaskar Bhattacharya |
| ||Director ||Managing Director |
| ||DIN:01955747 ||DIN:07487250 |
ANNEXURE - I TO THE DIRECTORS REPORT FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. FOREIGN EXCHANGE EARNINGS AND OUT GO:
| ||2016-17 ||2015-16 |
|Foreign Exchange Earning ||Nil ||Nil |
|Foreign Exchange out go ||Nil ||Nil |
ANNEXURE-III TO THE DIRECTORS REPORT
1. Details pertaining to remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
i. The ratio of the remuneration of each Director to the Median Remuneration of theEmployees of the Company for the Financial Year 2016-17 and
ii. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the Financial Year
|Sr. No. ||Name of Director/KMP and its Designation ||Remuneration to the Director / KMP for the Financial Year 2016-17 ||Percentage increase/decrease in remuneration in the Financial Year 2016-17 ||Ratio of Remuneration of each Director to the Median Remuneration of Employees |
|1 ||Mr. Bhaskar Bhattacharya (Managing Director) (From 17/06/2016) ||12.82 ||Nil ||5.13:1 |
|2 ||Mr. Jainil Bhatt ( Chief Financial Officer) (From 17/06/2016) ||5.72 ||Nil ||2.29:1 |
iii. Median Remuneration of Employees (MRE) of the Company is Rs. 2.5 Lacs for theFinancial Year 201617. There was no increase in the remuneration during the year.
iv. The number of permanent employees on the rolls of the Company is Eight for the yearended 31st March 2017.
v. The remuneration of the Key Managerial Personnel (KMP) is in line with theperformance of the company.
vi. The Market Capitalization as on 31st March 2017 was Rs. 75.98 croresas compared to Rs. 14.48 crores as on March 31 2016. Price Earnings Ratio of the Companyas on 31st March 2017 is (94.98) as compared to (14.63) as on 31stMarch 2016.
vii. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last Financial Year was Nil. Average percentage increase madein the salary of the managerial personnel in the last Financial Year was Nil.
viii. The remuneration of each of the Key Managerial Personnel is given in (i) and (ii)above. The performance of the Company in comparison is as stated in (v) above.
ix. There is no variable component in remuneration of Directors of the Company.
x. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year None.
xi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyof the Company.
2. There were no employees covered under rule 5(2) of the Companies (Appointment andRemuneration) Rules2014.
|Place: Ahmedabad ||For and on behalf of the Board |
|Date: August 22 2017 || || |
| ||SD/- ||SD/- |
| ||Harshul K. Shah ||Bhaskar Bhattacharya |
| ||Director ||Managing Director |
| ||DIN:01955747 ||DIN:07487250 |