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Vivanza Biosciences Ltd.

BSE: 530057 Sector: Others
NSE: N.A. ISIN Code: INE984E01027
BSE LIVE 11:10 | 17 Oct 106.50 -5.60
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OPEN 106.50
PREVIOUS CLOSE 112.10
VOLUME 3
52-Week high 191.25
52-Week low 96.00
P/E 665.63
Mkt Cap.(Rs cr) 43
Buy Price 0.00
Buy Qty 0.00
Sell Price 106.50
Sell Qty 36.00
OPEN 106.50
CLOSE 112.10
VOLUME 3
52-Week high 191.25
52-Week low 96.00
P/E 665.63
Mkt Cap.(Rs cr) 43
Buy Price 0.00
Buy Qty 0.00
Sell Price 106.50
Sell Qty 36.00

Vivanza Biosciences Ltd. (VIVANZABIOSCI) - Director Report

Company director report

To

The Members

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 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results (`in Lacs)
Particulars Year ended Year ended
31/03/2015 31/03/2014
Total Revenue
Profit Before Depreciation and Tax (5.25) (5.35)
Depreciation
Profit (Loss) before tax (5.25) (5.35)
Less: Tax Expenses
Net Profit (Loss) for the year (5.25) (5.35)

2. PERFORMANCE:

Due to recession and acute competition in the Pharma Industry Performance of yourCompany for the year under review was affected. The Board of Directors of the Company iscontinuously making efforts for the growth of the Company.

3. DIVIDEND:

Due to loss during the year the Company is not able to declare Dividend

4. SHARE CAPITAL:

At present the Company has only one class of shares – equity shares with facevalue of ` 10/- each. The authorized share capital of the company is ` 40000000/-divided into 4000000 equity shares of ` 10/- each. The paid up share capital of thecompany as on March 31 2015 is ` 37600000 /- divided into 3760000 equity shares of `10/- each.

5. DEPOSITS:

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.

6. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

There was no production activity during the year and hence no steps for conservation ofenergy were required to be taken. There are no plans to import any kind of technology forthe project 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

7. 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.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company’s operation in future.

9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary Company. Hence details relating to Subsidiary Companyare not provided for.

10. 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.

11. 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 madethere under. 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.

The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.

12. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

13. INSURANCE:

All the Properties of the Company are adequately insured.

14. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large and thus disclosure in FormAOC-2 is not required. The Board has formulated Policy on Related Party Transactions.

15. 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.

The Company had pursuant to the provisions of Clause 49 of the Listing Agreementsentered into with Stock Exchanges appointed Mr. Vishnu Chauhan (DIN: 01955762) Ms.Sheetal G. Pandya (DIN: 07148000) as an Independent Directors of the Company.

As per section 149(4) of the Companies Act 2013 (Act) which came into effect from 1stApril 2014 every listed public company is required to have at least one-third of thetotal number of directors as Independent Director. In accordance with the provisions ofsection 149 of the Act these Directors are being appointed as Independent Directors tohold office as per their tenure of appointment mentioned in the Notice of the forthcomingAnnual General Meeting (AGM) of the Company.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

There is change in the constitution of Board of Directors during the year.

As required under Section 203 of the Companies Act 2013 the Company has Mr. Hemant D.Nanavati under Key Managerial Personnel of the Company.

16. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement andCompanies Act 2013 the Board had carried out performance evaluation of its own theBoard Committees and of the Independent directors. Independent Directors at a separatemeeting evaluated performance of the Non-Independent Directors Board as a whole and ofthe Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors: - Knowledge and Skills - Professional conduct - DutiesRole and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Key set Goalsand achievements - Professional Conduct Integrity - Sharing of Information with the BoardThe Directors expressed their satisfaction with the evaluation process.

17. 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. The details of criteria laid down and the Remuneration Policy aregiven in the Corporate Governance Report.

18. MANAGERIAL REMUNERATION

The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executives Directors for attending any meetings during the financial year ended 31stMarch 2015.

19. INDEPENDENT DIRECTORS’ MEETING:

Independent Directors of the Company had met during the year under the view details ofwhich are given in the Corporate Governance Report.

20. COMMITTEES OF THE BOARD:

During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees and also formed a Nomination and Remuneration Committee.

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 charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.

21. AUDITORS:

A. Statutory Auditors

M/s. Pradip B. Gandhi & Co. Chartered Accountants (Firm Registration No.118674W)were appointed as Statutory Auditors of your Company at the last Annual General Meetingheld on 30th September 2014 for a term of five consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s. Pradip B. Gandhi & Co. Chartered Accountants Ahmedabad (FRN 101895W)that their appointment if made would be in conformity with the limits specified underthe Act.

It is proposed to ratify the appointment M/s. Pradip B. Gandhi & Co. CharteredAccountants (Firm Registration No.118674W) to audit the accounts of the Company for thefinancial year 2015-2016.

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

22. INTERNAL 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.

23. 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.

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act 2013 and revised Clause 49 of theListing Agreement 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.

25. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading 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 andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.

26. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 and to the best of their knowledge and belief andaccording to the information and explanations obtained by them your 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 2015 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.

27. CORPORATE GOVERNANCE:

As required by the existing Clause 49(X) of the Listing Agreement entered into with theStock Exchanges a detailed report on Corporate Governance is given as a part of theAnnual Report. The Company is in full compliance with the requirements and disclosuresthat have to be made in this regard. The Company Secretary’s Certificate of thecompliance with Corporate Governance requirements by the Company is attached to the Reporton Corporate Governance. Report on Corporate Governance is given elsewhere in this AnnualReport herewith attached as ANNEXURE VI.

28. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Company Secretary regarding compliance ofconditions of Corporate Governance as stipulated in Clause 49 of the Listing agreement isappended to the report on Corporate Governance. herewith attached as Annexure VII.

29. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.

30. ACKNOWLEDGEMENT:

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: 14th August 2015
SD/- SD/-
Hemant Nanavati Harshul Shah
Managing Director Director
DIN: 05143917 DIN: 01955747