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Vivid Mercantile Ltd.

BSE: 542046 Sector: Others
NSE: N.A. ISIN Code: INE647Z01017
BSE 00:00 | 23 May 33.60 5.60
(20.00%)
OPEN

33.60

HIGH

33.60

LOW

33.60

NSE 05:30 | 01 Jan Vivid Mercantile Ltd
OPEN 33.60
PREVIOUS CLOSE 28.00
VOLUME 2
52-Week high 42.10
52-Week low 14.05
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.60
CLOSE 28.00
VOLUME 2
52-Week high 42.10
52-Week low 14.05
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vivid Mercantile Ltd. (VIVIDMERCANTILE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Report on the businessand operations of the Company and the accounts for the Financial Year ended March 312021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY(STANDALONE)

The Board's Report is prepared based on the stand alone financialstatements of the company.

(Amount in Rs)
PARTICULAR 2020-21 2019-20
Total Income for the year was 206327511 300495773
Operating & Administrative expenses 169999891 300904368
Net Profit/(Loss) Before Tax 36327620 (408595)
Less: Provision For Tax 500000 0
Deferred Tax 0 0
Profit/(Loss) After Tax 35827620 (408595)

2. OPERATION AND REVIEWS

Total Revenue of the company is Rs.206327511/- and the net Profitafter tax is Rs.35827620-/- for the Financial Year 2020-21.

3. DIVIDEND

The Board of directors of your company has not recommended any dividendfor the financial year ended on 31st March 2021.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

Since there was no unpaid/unclaimed dividend the provisions of Section125 of the Companies Act 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review the Company has not transferred anyamount to General Reserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year there is no changes in the nature of the business ofthe company.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

Following are the Director and Key Managerial Personnel of the companyas on a date of sign of this Report.

Sr. No. Name of Directors/KMPs Designation
1 Mr. Satishkumar Ramanlal Gajjar Managing Director
2 Mrs. Geetaben Satishbhai Gajjar Whole time Director
3 Mr. Dhaval Satishkumar Gajjar Non-Executive Director
4 Mr. Satish Vadilal Sheth Non-Executive Independent Director
6 Ms. Priti Jain Company Secretary
7 Mr. Satishkumar Ramanlal Gajjar Chief Financial Officer

• During the year under review Mrs. Aarti Jain has resigned asCompany Secretary and Compliance Officer of the Company w.e.f. January 1 2021 and Ms.Priti Jain has been appointed as the Company Secretary and Compliance Officer of theCompany w.e.f. February 26 2021.

• Pursuant to the provisions of Section 152 of the ActSatishkumar Ramanlal Gajjar (DIN:05254111) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment. The Boardrecommends his re-appointment

• Pursuant to Section 149(7) of the Companies Act 2013 theCompany has received necessary declaration from each Independent Director confirming thatthey meet the criteria of independence as prescribed under Section 149(6) of the Act andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

8. NUMBER OF BOARD MEETINGS

The Board of Directors met Nine (9) times on April 1 2020 June 252020 July 31 2020 August 29 2020 October 12 2020 November 10 2020 November 262020 January 12 2021 and February 26 2021 in respect of said meetings proper noticeswere given and proceedings were properly recorded and signed in the Minute Book maintainedfor the purpose.

The gap between two Board Meetings was within the maximum time gapprescribed under the Act and the Listing Regulations. The requisite quorum was present inall the meetings.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulation 2015 The Board evaluated the effectiveness of its functioning and that of theCommittees and of individual directors by seeking their inputs on various aspects ofBoard/Committee. The evaluation covered functioning and composition of the Board and itscommittees understanding of the roles and responsibilities experience competenciesparticipation at the Board and Committee meetings corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through adefined process covering the areas of the Boards functioning viz. composition of the Boardand Committees understanding of roles and responsibilities experience and competenciescontribution at the meetings etc.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with explanation relating to materialdepartures;

(b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) The directors have prepared the annual accounts on a going concernbasis; and

(e) The directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls withreference to Financial Statements. The Board has inter alia reviewed the adequacy andeffectiveness of the Company's internal financial controls relating to its financialstatements. During the year such Controls were tested and no reportable material weaknesswas observed.

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review the Company has allotted 2068787 fullypaid up Equity shares as bonus. The paid-up equity share capital as on March 31 2021stood Rs.100256400.

13. MATERIAL CHANGES AND COMMITMENTS. IF ANY

There have been no material changes and commitments which affect thefinancial position of the Company which have occurred between the end of the FinancialYear to which the Financial Statements relate and the date of this Report.

14. ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at www.vividmercantile.com.

15. AUDITORS AND THEIR REPORT

• STATUTORY AUDITORS

The Audit Committee and the Board of Directors of the Company proposedsubject to approval of the shareholders the appointment of M/s. Bhagat & Co.Chartered Accountant Ahmedabad (FRN: 127250W) as the Statutory Auditors of the Company tohold office for a period of 5 (five) years starting from 1st April 2021 till theconclusion of Annual General Meeting to be held for the FY 2025-26. The Company hasreceived a confirmation from the said Auditors that they are not disqualified to act asthe Auditors and are eligible to hold the office as Auditors of the Company.

The Auditor's Report does not contain any qualification reservation oradverse remark. The Auditor's Report is enclosed with the financial statements.

There are no prevalence of fraud reported by the auditors as requiredunder Section 143(12) of the Companies Act 2013.

• SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors had appointed Shikha Patel & Associates Practicing CompanySecretaries (CP No. 16201) to undertake the Secretarial Audit of the Company for the FY2020-21. The Secretarial Audit Report for the FY 2020-21 is annexed to this Directors'Report in Annexure A.

• COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) AmendmentRules 2014 the cost audit is not applicable to the Company.

16. DEPOSITS

The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposit) Rules 2014 during the period under review.

17. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or AssociateCompany.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules 2014 TheCompany has not developed and implemented any Corporate Social Responsibility initiativesas the said provisions are not applicable.

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT. 2013

During the year the Company has not given any loan guarantee orprovided security in connection with the loan to any other body corporate or person ormade any investments hence no particulars of the loans guarantees or investments fallingunder the provisions of Section 186 of the Companies Act 2013 are provided by the Board.

20. RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered intowith the related party as defined under section 188 of the companies Act 2013 were inordinary course of business and on arms' length basis. Details of the transactionspursuant to compliance of section 134(3)(h) of the companies act 2013 and rule 8(2) ofthe companies (Accounts) Rule 2014 are annexed herewith as per "Annexure - B".

However there are no materially significant related party transactionsmade by the company with Promoters Key Managerial Personnel or other designated personswhich may have potential conflict with interest of the company at large.

21. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators orcourts or tribunals impacting the going concern status and company's operations in future.

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Disclosures pertaining to conservation of energy technology absorptionand foreign exchange earnings & outgo were not applicable to the Company during theyear under review.

23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERS' RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE

• Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee vide resolution passed inthe meeting of Board of Directors held on May 30 2019 as per the applicable provisions ofthe Section 177 of the Act read with the Companies (Meetings of Board and its Powers)Rules 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations(applicable upon listing of Company's Equity Shares).

The composition of the Audit Committee and details of meetings attendedby the members of the Audit Committee are given below:

Name Designation Category No. of Meetings held during the Period
Held Attended
Satish Vadilal Sheth Chairperson Non-Executive- Independent Director 4 4
Dhaval Satishkumar Gajjar Member Non-Executive- Director 4 4
Satishkumar R. Gajjar Member Managing Director 4 4

• Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as perSection 178 and other applicable provisions of the Act read with the Companies (Meetingsof Board and its Powers) Rules 2014 (as amended) and also to comply with Regulation 19 ofSEBI Listing Regulations (applicable upon listing of Company's Equity Share. TheNomination and Remuneration Committee comprises the following members:

Name Designation Category No. of Meetings held during the Period
Held Attended
Satish Vadilal Sheth Chairperson Independent Director 2 2
Dhaval Satishkumar Gajjar Member Non-Executive- Director 2 2
Satishkumar R. Gajjar Member Managing Director 2 2

The Policy of nomination and Remuneration committee has been place onthe website of the company at www.vividmercantile.com and the salient feature of the samehas been disclosed under "Annexure - C".

• Stakeholder's Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as perSection 178 and other applicable provisions of the Act read with the Companies (Meetingsof Board and its Powers) Rules 2014 (as amended) and also to comply with Regulation 20 ofSEBI Listing Regulations (applicable upon listing of Company's equity shares)vide boardresolution dated May 30 2019.

The constituted Stakeholders Relationship Committee comprises thefollowing members:

Name Designation Category No. of Meetings held during the Period
Held Attended
Satish Vadilal Sheth Chairperson Independent Director 4 4
Dhaval Satishkumar Gajjar Member Non-Executive- Director 4 4
Satishkumar R. Gajjar Member Managing Director 4 4

• Sexual Harassment Committee

Your Company has adopted a policy against sexual harassment in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. The Company has constitutedCommittee for redressal of complaints on sexual harassment. During the year the Companyhad not received any complaint on sexual harassment and no complaint was pending as onMarch 31 2020.

Constitution & Composition of Sexual Harassment Committee:

Name Designation Category No. of Meetings held during the Period
Held Attended
Geetaben S. Gajjar Chairperson Whole-Time- Director 1 1
Dhaval Satishkumar Gajjar Member Non-Executive- Director 1 1
Satishkumar R. Gajjar Member Managing Director 1 1

24. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations2015 forms an integral part of this Report and provides the companies' current workingand future outlook.

25. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosuresrequirement) Regulation 2015 Report on Corporate Governance is not applicable on theCompany as the Company is listed on SME platform of BSE and the paid-up equity sharecapital of the Company is Rs. 100256400 /— (Rupees Ten Crore Two Lakh Fifty-SixThousand Four Hundred Only) but the Net-worth of the Company is less thanRs.250000000/- (Twenty-Five Crores Only) as on March 31 2021 hence Company has notobtained a Certificate from a Practicing Company Secretaries certifying the same.

26. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for thecontinuous support received from the Members customers suppliers bankers variousstatutory bodies of the Government of India and the Company's employees at all levels.

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