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Vivanza Biosciences Ltd.

BSE: 530057 Sector: Others
NSE: N.A. ISIN Code: INE984E01027
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NSE 05:30 | 01 Jan Vivanza Biosciences Ltd
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VOLUME 5
52-Week high 210.00
52-Week low 68.45
P/E 378.00
Mkt Cap.(Rs cr) 76
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 189.00
CLOSE 189.00
VOLUME 5
52-Week high 210.00
52-Week low 68.45
P/E 378.00
Mkt Cap.(Rs cr) 76
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vivanza Biosciences Ltd. (VIVANZABIOSCI) - Director Report

Company director report

To

The Members

Vivanza Bioscience Limited

Your Directors have pleasure in presenting their 39th Annual Report onthe business and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2021.

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

(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 972.32 996.25 1039.39 1019.02
II. Total Expenditure 957.63 1016.63 1027.05 1039.70
III. Profit/(Loss) Before Tax (I-II) 14.80 (20.38) 12.34 (20.57)
IV. Provision for Taxation - - - -
V. Profit/(Loss) After Tax (III-IV) 14.80 (20.38) 12.34 (20.57)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review the Company has earned revenue of Rs. 972.32 lacs. TheBoard of Directors of the Company is continuously making efforts for the growth of theCompany.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year there have not been any changes in the nature of business ofthe 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. (6348515) as compared toRs. (7347062) at the beginning of the year.

6. 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/- divided into4000000 equity shares of Rs.10/- each. The paid up share capital of the company as onMarch 31 2020is Rs. 40000000/- divided into 4000000 equity shares of Rs.10/- each.

7. 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 WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe financial statements relate and the date of the Report.

8. BOARD OF DIRECTORS AND ITS COMMITTEES

Composition of the Board of Directors

As on March 31st 2021 the Board of Directors of the Company comprised ofFour Directors with one Executive and three Non-Executive Directors which included twoIndependent Directors. The composition of the Board of Directors is incompliance with theprovisions of Section 149 of the Act 2013.

Change in office of Directors and Key Managerial Personnel of the Company during theyear under review and details of Directors seeking Re-appointment at the 39thAnnualGeneral Meeting

The members of the Company in their 39th Annual General Meeting held onSeptember 29 2021 reappointed Mr. Parikh H.A. as Director whose office shall be liableto retire by rotation.

As per the provisions of Section 152 of the Act Mr. Parikh H.A. Director will retireby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

Mr. Shah S. D. had appointed as Non Executive Independent Director of the Company w.e.fOctober 06 2020.

9. 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.

10. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

The Nomination and Remuneration Committee has formulated Nomination Remuneration andEvaluation Policy which details the criteria for determining qualifications positiveattributes and independence of Directors in terms of provisions of Section 178(3) of theAct and the Listing Regulations.

11. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Shah S.D. Ms. Patel M.S. Independent Directors have furnished a declaration thatthey meet the criteria of independence as envisaged in Section 149(6) of the Act.

12. CERTIFICATE FROM PRACTICING COMPANY SECRETARY

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the ListingRegulations Mr. Chintan K. Patel Company Secretary in Practice Ahmedabad has certifiedthat none of the Directors on the Board of the Company has been debarred or disqualifiedfrom being appointed or continuing as Directors of companies by the Board/Ministry ofCorporate Affairs or any such statutory authority and the certificate forms part of thisAnnual Report.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to adopt financial results and consider and decidebusiness policies and strategic proposals apart from other items of business. The Boardand Committee meetings are prescheduled and a tentative annual calendar of meetings iscirculated to the Directors in advance to ensure participation of all Directors.

There were 7 (Seven) Meetings of the Board of Directors held during the Financial Year2020-21 (i.e. April 15 2020July 30 2020 September 07 2020 September 15 2020October 06 2020 October 14 2020 October 17 2020 and January 23 2021). The maximumgap between any two consecutive Board Meetings did not exceed 120 (One Hundred and Twenty)days.

14. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board & Its Powers) Rules 2014 your Company has constitutedan Audit Committee of the Board of Directors.

The Audit Committee comprises of the following Members as on March 31 2021:-

Name Designation Category
Mr. Shah S. D. Chairman Non-Executive Independent Director
Ms. Patel M. S. Member Non-Executive Independent Director
Mr. Bhatt G. B. Member Executive Director

There were 4 (four) Meetings of the Audit Committee of the Board of Directors heldduring the Financial Year 2020-21 (i.e. April 15 2020 July 30 2020 September 152019 October 17 2020 and January 23 2021).

The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetingsas Invitees. The Company Secretary and Compliance Officer acts as Secretary to the AuditCommittee. The Audit Committee has made observations and recommendations to the Board ofDirectors which have been noted and accepted by the Board.

During the Financial Year 2020-21 all recommendations made by the Audit Committee tothe Board of Directors were accepted by the Board and there were no instances where therecommendations were not accepted.

15. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board & Its Powers) Rules 2014 your Company has constituted aNomination and Remuneration Committee of the Board of Directors. The Nomination andRemuneration Committee comprises of the following Members as on March 31st2021:-

Name Designation Category
Mr. Shah S. D. Chairman Non-Executive Independent Director
Mr. Parikh H. A. Member Non-Executive Director
Ms. Patel M. S. Member Non-Executive Independent Director

There was 1 (One) Meetings of the Nomination and Remuneration Committee of the Board ofDirectors held during the Financial Year 2020-21 (i.e. on October 06 2020).

16. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act 2013 your Company hasconstituted a Stakeholders' Relationship Committee of the Board of Directors comprisingof the following Members during the Financial Year 2020-21:-

Name Designation Category
Mr. Shah S. D. Chairman Non-Executive Independent Director
Ms. Patel M. S. Member Non-Executive Independent Director
Mr. Bhatt G. B. Member Executive Director

During the Financial Year 2020-21 4 (Four) Meeting of the Stakeholders' RelationshipCommittee was held i.e. on April 22 2020 July 10 2020 October 06 2020 and January07 2021.

17. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. Thepurpose of the Policy is to enable employees to raise concerns regarding unacceptableimproper practices and/ or any unethical practices in the organisation without theknowledge of the Management. All employees shall be protected from any adverse action forreporting any unacceptable or improper practice and/or any unethical practice fraud orviolation of any law rule or regulation. This Policy is also applicable to the Directorsand Employees of the Company. Mr. Shah S.D. has been appointed as the 'Whistle BlowingOfficer' and his contact details have been mentioned in the Policy. Furthermoreemployees are also free to communicate their complaints directly to the Chairman /Membersof the Audit Committee as stated in the Policy. The Policy is available on the website ofthe Company. On a quarterly basis the Audit Committee reviews reports made under thispolicy and implements corrective actions wherever necessary.

18. PERFORMANCE 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. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE &INTERNAL COMPLAINTS COMMITTEE:

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.

20. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2020-21 there were no significant and material orders passedby the regulators or Courts or Tribunals which can adversely impact the going concernstatus of the Company and its operations in future.

21. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

As required to be reported pursuant to the provisions of Section 186 and Section134(3)(g) of the Companies Act 2013 the particulars of loans guarantees and investmentsby the Company under the aforesaid provisions during the Financial Year 2020-21 have beenprovided in the Notes to the Standalone Financial Statement.

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

All Related Party Transactions entered into by your Company during the Financial Year2020-21 were on arm's length basis and in the ordinary course of business. There were nomaterial 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 the Audit Committee of the Board of Directors was obtainedfor Related Party Transactions. Therefore disclosure of Related Party Transactions inForm AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 is not applicable. Attentionof Shareholders is also drawn to the disclosure of transactions with related parties setout in Note No. 24 of the Standalone Financial Statements forming part of the AnnualReport. None of the Directors have any pecuniary relationships or transactions vis-a-visthe Company.

23. FRAUD REPORTING:

During the period under review there have been no instances of frauds reported by theAuditors under Section 143(12) of the Companies Act 2013 and the Rules framed thereundereither to the Company or to the Central Government.

24. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS:

Your Company is committed to constantly improve the effectiveness of internal financialcontrols and processes for efficient conduct of its business operations and ensuringsecurity to its assets and timely preparation of reliable financial information. In theopinion of the Board the internal financial control system of your Company commensuratewith the size scale and complexity of business operations of your Company.

Further the internal financial controls with reference to the Financial Statements areadequate in the opinion of the Board of Directors and were operating effectively duringthe Financial Year 2020-21.

Your Company has a proper system of internal controls to ensure that all the assets aresafeguarded and protected against loss from unauthorized use or disposition and thattransactions are authorized recorded and reported correctly.

Your Company's Corporate Audit & Assurance Department issues well documentedoperating procedures and authorities with adequate in-built controls at the beginning ofany activity and during the continuation of the process if there is a major change. Theinternal control is supplemented by an extensive programme of internal external auditsand periodic review by the Management. This system is designed to adequately ensure thatfinancial and other records are reliable for preparing financial statements and other dataand for maintaining accountability of assets.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 ofthe Companies Act 2013 the Directors of your Company confirm that:-

a) in the preparation of the Annual Accounts for the Financial Year ended March 31st2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year (i.e. March 312021) and of the profit and loss of the Company for that period (i.e. the Financial Year2020-21);

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

26. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the SEBI Listing Regulations compliance with the corporategovernance provisions as specified in regulation 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply inrespect of the listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year. At present the Company is not required to comply with CorporateGovernance regulations as none of the above referred limits have been triggered.

27. CORPORATE GOVERNANCE CERTIFICATE - NON APPLICABILITY:

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 A.

28. AUDITORS:

A. Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. GMCA &Co. Chartered Accountants Ahmedabad (Firm Registration No.109850W) was appointed asStatutory Auditors of the Company for a consecutive period of 5 (Five) years from theconclusion of Annual General Meeting in the year 2016 till the conclusion of the AnnualGeneral Meeting to be held in the year 2021.

The Members may note that consequent to the recent changes in the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs(MCA) vide notification dated May 7 2018 the proviso to Section 139(1) of the CompaniesAct 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit andAuditors) Rules 2014 the requirement of ratification of appointment of Auditors by theMembers at every AGM has been done away with. Therefore the Company is not seeking anyratification of appointment of M/s. GMCA & Co. Chartered Accountants as the Auditorsof the Company by the Members at the ensuing AGM.

The Company has received a certificate from M/s. GMCA & Co. Chartered Accountantsconfirming their eligibility to continue as Auditors of the Company in terms of theprovisions of Section 141 of the Companies Act 2013 and the Rules framed thereunder.

The Report given by the M/s. GMCA & Co. Auditors on the financial statements forMarch 2020 of the Company is part of the Annual Report. The notes to the accounts referredto in the Auditors' Report are self-explanatory and therefore do not call for any furthercomments.

B. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

Mr. Chintan K. Patel Company Secretaries (Membership No.: A31987) "SecretarialAuditors" of the Company to conduct the Secretarial Audit for the Financial Year2020-21 pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report submitted by the Secretarial Auditors for the Financial Year2020-21 is annexed as "Annexure -B'" to this Board's Report.

C. RESPONSES TO QUALIFICATIONS RESERVATIONS ADVERSE REMARKS & DISCLAIMERS MADE BYTHE 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. No. Action taken by Details of violation Details of action taken E.g. fines warning letter debarment etc.
1. BSE Limited Regulation 31 Non-submission of shareholding pattern within the period prescribed Fine of Rs. 2360/- was imposed on the Company by BSE Limited
2. BSE Limited Regulation 34 Non-submission of the Annual Report within the period prescribed. Fine of Rs. 16520/-was imposed on the Company by BSE Limited

29. LISTING FEES:

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

30. DEPOSITORY SYSTEM:

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

31. 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.

32. 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.

33. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Companyduring the Financial Year 2020-21 was in accordance with the Nomination and RemunerationPolicy of the Company. Disclosures with respect to the remuneration of Directors andemployees as required under Section 197(12) of the Companies Act 2013 and Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beengiven as "Annexure - C" to this Report.

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 are self-explanatory andtherefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report.

35. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TOTHE 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. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year under review asstipulated under Regulation 34(2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport Annexure -D.

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

The Company has Vivanza Lifesciences Private Limited (Formerly Fortune BeveragesPrivate Limited) as its only wholly owned subsidiary. There are no associate companies orjoint venture companies within the meaning of section 2(6) of the Companies Act 2013("Act"). There has been no material change in the nature of the business ofWholly 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 Form AOC-1 is forming part of Annual Report as Annexure-E.

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 per fourth 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.

38. EXTRACTS OF ANNUAL RETURN:

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

39. 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.

40. 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.

41. MAINTENANCE OF COST RECORDS:

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

42. 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.

43. 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.

Place: Ahmedabad

For and on behalf of the Board

Date: 07/09/2021

For Vivanza Bioscience Limited

SD/- SD/-
Bhatt G. B. Parikh H. A.
Additional Director Director
DIN:02207645 DIN:00027820

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