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Vivanta Industries Ltd.

BSE: 541735 Sector: Others
NSE: N.A. ISIN Code: INE299W01014
BSE 00:00 | 24 Jun 14.95 -0.15
(-0.99%)
OPEN

15.55

HIGH

15.55

LOW

14.35

NSE 05:30 | 01 Jan Vivanta Industries Ltd
OPEN 15.55
PREVIOUS CLOSE 15.10
VOLUME 5076
52-Week high 54.45
52-Week low 9.49
P/E 37.38
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.55
CLOSE 15.10
VOLUME 5076
52-Week high 54.45
52-Week low 9.49
P/E 37.38
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vivanta Industries Ltd. (VIVANTAINDUST) - Director Report

Company director report

To

The Members

Vivanta Industries Limited

Directors have pleasure in presenting Annual Report and Audited Statement of Accountsof the Company for the Financial Year ended on 31st March 2021

1. FINANCIAL RESULTS

(`Rs. in Lacs)
Standalone Consolidated
Particulars Year ended 31.03.2021 Year ended 31.03.2020 Year ended 31.03.2021 Year ended 31.03.2020
I. Total Revenue 54.52 0.73 54.52 0.73
II. Total Expenditure 51.05 41.34 70.88 41.34
III. Profit/(Loss) Before 3.47 (40.61) (16.36) (40.61)
Tax (I-II)
IV. Provision for Taxation 1.15 (0.84) 1.15 (0.84)
V. Profit/(Loss) After Tax 2.32 (39.77) (17.51) (39.77)
(III-IV)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

During the year under review the Company has earned revenue of Rs. 54.52 lacs. TheBoard of Directors of the Company is continuously making efforts for the growth of theCompany.

3. DIVIDEND:-

With a view to conserve the resources of the Company your directors don't recommenddividend on shares.

4. AUDITORS' REPORT :-

There is no qualification reservation or adverse remarks or disclaimer made by theStatutory Auditors in their report on the financial statement of the Company for theFinancial Year ended on 31st March 2021.

5. SHARE CAPITAL:-

The Paid up Equity Share Capital as on March 31 2021 was Rs. 100000000. Duringthe year under review the Company has neither issued shares with differential rights asto dividend voting or otherwise nor issued shares (including sweat equity shares) to theemployees or Directors of the Company under any Scheme. The Company has not issued anyconvertible instrument during the year. No disclosure is required under Section 67(3)(c)of the Companies Act 2013 (Act) in respect of voting rights not exercised directly by theemployees of the Company as the provisions of the said Section are not applicable.

6. EXTRACT OF ANNUAL RETURN: -

As required under Section 92(3) of the Companies Act 2013 and the Rules framed thereunder the extract of the Annual Return in Form MGT 9 is annexed herewith as "AnnexureA".

7. MEETINGS: - BOARD MEETINGS: -

During the year Nine (9) Board Meetings (02.07.2020 30.07.2020 07.09.202015.09.2020 08.10.2020 14.10.2020 17.10.2020 26.10.2020 23.01.2021) were convened andheld and the details of which are given in the Corporate Governance Report.

AUDIT COMMITTEE MEETINGS:-

During the year Five Audit Committee Meetings (02.07.2020 30.07.2020 15.09.202017.10.2020 26.10.2020 23.01.2021) were convened and held and the details of which aregiven in the Corporate Governance Report.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:-

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013:

All Related Party Transactions entered into by your Company during the Financial Year2020 -2021 were on arm's length basis and in the ordinary course of business. There wereno material significant Related Party Transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company. Requisite prior approval of theAudit Committee of the Board of Directors was obtained for Related Party Transactions.Therefore disclosure of Related Party Transactions in Form AOC-2 as per the provisions ofSections 134(3)(h) and 188 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 is not applicable. Attention of Shareholders is also drawn to thedisclosure of transactions with related parties set out in Note No. 18 of the FinancialStatements forming part of the Annual Report. None of the Directors have any pecuniaryrelationships or transactions vis--vis the Company.

11. MATERIAL CHANGES:-

No material changes or commitments have occurred between the end of the calendar yearand the date of this report which affect the financial statements of the Company inrespect of the reporting year.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND

OUTGO: -

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.

13. SUBSIDIARY COMPANIES: -

As on March 31st 2021 the Company does not have any subsidiary.

14. DIRECTORS/ KEY MANAGERIAL PERSONNEL:-

Sr. No. Name of the Director DIN Designation
1. Parikh H.A. 00027820 Executive Managing Director Promoter
2. Diwan P.D. 08908785 Non-Executive Director Independent Director
3. Bhatt G.B. 02207645 Executive Director
4. Bhatt J.R. 03362796 Non-Executive Director
5. Gandhi T.J. 03577792 Independent Non-Executive Director
6. Bhatt B.J. 08436225 Non-Executive Woman Director

Details of the Key Managerial Personnel of the Company as on 31.03.2021 are as follows:

Sr. No Name DIN/PAN Designation
1. Parikh H.A. 00027820 Managing Director Promoter
2. Vyas R.I. ANVPG6292N Company Secretary and Compliance Officer
3. Parekh K.A. BFDPP4709J CFO (KMP)

Details of the Changes in Directorship during the year

Name of Director DIN/PAN Nature of change Designation Date
Piyushkumar Diwan 08908785 Appointment Additional Director 08.10.2020
Ashok Kumar Mishra 00571792 Cessation Director 28.08.2020

15. FIXED DEPOSITS:-

During the year the Company has not accepted deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Rules framed there under.

16. INDEPENDENT DIRECTORS- DECLARATION OF INDEPENDENCE:-

The Independent Directors hold office for a fixed term of five years and are not liableto retire by Rotation. In accordance with Section 149(7) of the Companies Act 2013 eachIndependent Director has given a written declaration to the Company confirming that he/shemeets the criteria of Independence as mentioned under Section 149(6) of the Companies Act2013 and SEBI Regulations.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on Corporate Social Responsibility.

18. BOARD EVALUATION:-

The Board of Directors of your Company has carried out an Annual Performance Evaluationof its own the Directors individually as well as the evaluation of the working of itsCommittees. The performance evaluation of the Board as a whole Chairman andNon-Independent Directors was carried out by the Independent Directors. A structuredquestionnaire was prepared after taking into consideration various aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance. The confidential onlinequestionnaire was responded to by the Directors and vital feedback was received from themon how the Board currently operates and how it can enhance its effectiveness. The Board ofDirectors has expressed its satisfaction with the evaluation process.

19. REMUNERATION POLICY:-

The Board has on the recommendation of Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behavioractual or suspected fraud or violation of the Company's code of conduct if any. Thedetails of the WHISTLE BLOWER POLICY are posted on the website of the Company.

21. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the sexual harassment of women at workplace(Prevention Prohibition & Redressal) Act 2013 read with rules made thereunder ourCompany has constituted Internal Complaints Committees at various locations as perrequirement of the Act which are responsible for redressal of complaints relating tosexual harassment against woman at workplace. During the year under review there were nocomplaints pertaining to sexual harassment against women.

22. CORPORATE GOVERNANCE:-

As required by Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations') adetailed report on Corporate Governance forms part of this Annual Report.

Ishit Vyas & Co. Company Secretaries have certified the Company's compliancerequirements of Corporate Governance in terms of Regulation 34 of the Listing Regulationsand their Compliance Certificate is annexed to the Report on Corporate Governance as Annexure-B

23. AUDITORS:-

(A)STATUTORY AUDITORS:-

M/s. GMCA & CO. Chartered Accountants Ahmedabad (Firm Reg. No. 109850W) holdoffice until the conclusion of financial year 2021-2022.

There are no qualifications or observation or remarks made by the Auditors in theirReport.

(B)SECRETARIAL AUDITOR:-

The Board of Directors of your Company at its meeting held on June 28 2021 hasappointed Mr. Ishit Vyas Proprietor of M/s. Ishit Vyas & Co. Company Secretaries(Membership No.:F7728) who have provided their consent and confirmed their eligibility toact as the "Secretarial Auditors" of the Company to conduct the SecretarialAudit for the Financial Year 2020-21 pursuant to the provisions of Section 204 of theCompanies Act 2013 and Rule 9 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014. The Secretarial Audit Report submitted by theSecretarial Auditors for the Financial Year 2020-21 is annexed as "Annexure–C'" to this Board's Report.

A. RESPONSES TO QUALIFICATIONS RESERVATIONS ADVERSE REMARKS & DISCLAIMERS MADE BY

THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no qualifications reservations adverse remarks and disclaimers of theStatutory Auditors in their report on the Financial Statements for the Financial Year2020-21.

Sr. Action taken by No. Details of violation Details of action taken E.g. fines warning letter debarment etc.
1. BSE Limited Regulation 31 of SEBI (LODR) Regulations 2015 Fine of Rs. 2360/- was imposed on the Company by BSE Limited
2. BSE Limited Regulation 23(9) of SEBI (LODR) Regulations 2015 Fine of Rs. 76700/-was imposed on the Company by BSE Limited

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 thisreport as "Annexure D".

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 itssecurities are listed.

27. INDUSTRIAL RELATIONS:-

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

28. PARTICULARS OF EMPLOYEES:-

None of the Employee has received remuneration exceeding the limit as stated in rule5(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 andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Companies Act (Act): a) In the preparation of the AnnualAccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b) The Directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2021 and of the profit of the Company for the periodended on 31st March 2021. c) The Directors had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; d) The Directors had prepared the Annual Accounts on aGoing Concern Basis; e) The Directors had laid down Internal Financial Controls(IFC) and that such Internal Financial Controls are adequate and have been operatingeffectively. f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems have been found adequate andoperating effectively.

31. SECRETARIAL STANDARDS:

Your Company is in compliances with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India.

32. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Companyduring the Financial Year 2020-2021 was in accordance with the Nomination and RemunerationPolicy of the

Company. Disclosures with respect to the remuneration of Directors and employees asrequired 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 - E" to this Report.

30. MAINTENANCE OF COST RECORDS:

The Company is not require to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 andaccordingly such accounts and records are not made and maintained.

31. CAUTIONARY STATEMENT:

Statements in the Directors' Report and the Management Discussion and Analysis Reportdescribing the Company's objectives projections expectations estimates or forecasts maybe forward-looking within the meaning of applicable laws and regulations. Actual resultsmay differ substantially or materially from those expressed or implied therein due torisks and uncertainties. Important factors that could influence the Company's operationsinter alia include global and domestic demand and supply conditions affecting sellingprices of finished goods input availability and prices changes in governmentregulations tax laws economic political developments within the country and otherfactors such as litigations and industrial relations.

32. 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.

33. DEPOSITORY SYSTEM:

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

34. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act 2013 and theRules made thereunder has been laid out in the Notes attached to and forming part of theAnnual Accounts. The Notes to the Accounts referred to the Auditors' Report areself-explanatory and therefore do not call for any further explanation.

35. 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 whichhold(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 DisclosureRequirements) Regulation 2015 have been disclosed in the accompanying FinancialStatements.

36. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support andco-operation received from various Central and State Government Departments organizationsand agencies. Your Directors also gratefully acknowledge all stakeholders of your Companyviz. Shareholders customers dealers vendors banks and other business partners forexcellent support received from them during the Financial Year under review. YourDirectors also express their warm appreciation to all the employees of the Company fortheir unstinted commitment and continued contribution to the growth of your Company.

Date: 07.09.2021 For Vivanta Industries limited
Place: Ahmedabad
SD/- SD/-
Director Managing Director
Name: Girish Bhatt Name: Parikh H.A
DIN: 02207645 DIN: 00027820

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