To,
The Members,
Vivanta Industries Limited
Directors have pleasure in presenting their 12th (Twelth)
Annual Report and Audited Statement of Accounts of the Company for the Financial Year
ended on 31st March, 2025.
1. FINANCIAL RESULTS
|
Standalone |
Consolidated |
| Particulars |
Year ended |
Year ended |
Year ended |
Year ended |
| I. Total Revenue |
2,336.09) |
3730.93 |
11037.32 |
3730.93 |
| II. Total Expenditure |
2,454.89 |
3,590.04 |
11,169.36 |
3,601.58 |
| III. Profit/(Loss) Before Tax (I-II) |
-118.80 |
140.88 |
-131.44 |
129.34 |
| IV. Tax Expenses |
0.78 |
36.83 |
0.78 |
36.83 |
| V. Profit/(Loss) After Tax (III-IV) |
-119.58 |
104.05 |
-132.22 |
92.51 |
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY.
The Board of Directors ofthe Company is continuously making efforts for
the growth of the Company. The Company's income from operations for the period under
review was Rs. 11037.92 Lakhs as compared to Rs. 3730.93 Lakh in the previous year thereby
registering around 33.80% over the previous year.
3. DIVIDEND: -
During the year under review, the Company recorded a Loss After Tax of
^119.58 Lacs on a standalone basis and ^132.22 Lacs on a consolidated basis, as against a
profit in the previous year. The Board is taking necessary measures to enhance operational
performance and restore profitability in the coming periods."
4. TRANSFER TO RESERVE
Reserves & Surplus at the end of the year stood at Rs.
3,96,40,014.13 as compared to Rs.5,41,74,222.54 at the beginning of the year. The Board of
Directors has transferred the entire amount of profits for the financial year 2024-25 to
general reserves of the Company.
5. SHARE CAPITAL
The Paid up Equity Share Capital as on March 31, 2025 was Rs.
12,88,25,000. During the year under review, the Company has neither issued shares with
differential rights as to Dividend, voting or otherwise nor issued shares (including sweat
equity shares) to the employees or Directors of the Company, under any Scheme.The Company
has not issued any convertibleinstrument during the year.
"During the financial year 2024-25, the Company acquired Trinity
Ganesh Private Limited as its subsidiary on 19thOctober, 2024. The particulars of the said
subsidiary, including financial highlights for the year under review, are provided in the
prescribed Form AOC-1 forming part of this Annual Report."
No disclosure is required under Section 67(3)(c) of the Companies Act,
2013 (Act) in respect of voting rights not exercised directly by the employees of the
Company as the provisions of the said Section are not applicable.
6. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy containing the requirements mentioned
in Regulation 43A of the SEBI Listing Regulations can be accessed at the link
https://vivantaindustries.com/wp- content/uploads/2023/08/Dividend-Distribution-Policy.pdf
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Pursuant to applicable provisions of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be
transferred by the Company to the Investor Education and Protection Fund ("IEPF"
or "Fund") established by the Central Government, after completion of seven
years from the date the dividend is transferred to unpaid/ unclaimed account. Further,
according to the Rules, the shares in respect of which dividend has not been paid or
claimed by the Members for seven consecutive years shall also be transferred to the demat
account of the IEPF Authority.
During the year under review, the Company was not required to transfer
any dividend amount to account of IEPF.
8. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, an appeal has been preferred before the
Hon'ble National Company Law Appellate Tribunal, New Delhi Bench, in relation to the
restoration of M/s. Springvelly Projects LLP, in which the Company is a partner. The
appeal challenges the order dated July 15, 2024, passed by the Hon'ble National Company
Law Tribunal, Ahmedabad Bench, dismissing the earlier petition for restoration. The matter
is currently pending adjudication and does not have any financial or operational impact on
the Company.
9. ANNUAL RETURN ON WEBSITE
In Accordance with section 134 (3) (a) and 92 (3) of the Companies Act,
2013 read with Rule 12 (1) of Companies (Management and Administration) Rules 2014, The
Annual Return in form MGT-7 for Financial Year 2024-2025 will be available on website of
Company i.e.
https://vivantaindustries.com/annual-return/.
The due date for filing Annual Return for Financial Year 2024 -2025 is
within a period of 60 days from date of Annual General Meeting. Accordingly, the company
shall file the same with MCA within prescribed time and the copy of the same shall be made
available on website i.e. https://vivantaindustries.com/annual-return/. as is required in
terms of section 92(3) of the Companies Act, 2013.
10. DIRECTORS/ KEY MANAGERIAL PERSONNEL: -
(A) Details of the Directorship and Key Managerial Personnel during the
financial year 2024-25
| Sr. No. Name of the Directors |
DIN/PAN |
Designation |
| 1. Mr. Parikh H.A. |
00027820 |
Executive Managing Director, Promoter |
| 2. Mr. Bhatt J.R. |
03362796 |
Non-Executive Director |
| 3. Mr.Gandhi T.J. |
03577792 |
Independent Non-Executive Director (Resigned
w.e.f. 18th June, 2024) |
| 4. Ms. Apeksha S. Vyas |
09469295 |
Women Independent Director (Resigned w.e.f.
30th May, 2024) |
| 5. Mr. Mukeshkumar G. Kanazariya |
10451579 |
Independent Director (Appointed w.e.f. 18th
June,2024) |
| 6. Ms. Nidhi Bansal |
09693120 |
Women Independent Director (Appointed w.e.f.
30th May,2024) |
| 7. Mr. Rushabh A. Shah |
09012222 |
Independent Director |
| 8. Mr. Vikas Vishnubhai Patel |
CBCPP9728D |
Chief Financial Officer |
| 9. Ms. Vinita Keswani |
FDWPK1638E |
Company Secretary & Compliance Officer
(Resigned w.e.f. 6th May,2025) |
| 10. **Mr. Devang Shah |
BSRPS3532H |
Company Secretary (Appointed w.e.f. 31st
July, 2025) |
*Mr. Gandhi T. J. (DIN: 03577792) has resigned from the position of
Independent Director w.e.f 18th June, 2024.
*Mr. Apeksha S. Vyas (DIN:09469295) has resigned from the position of
Women Independent Director w.e.f. 30th May, 2024.
**Ms.Vinita Keswani resigned from the post of Company Secretary &
Compliance Officer on 6th May, 2025
**Mr. Devang Shah appointed on the post of Company Secretary &
Compliance Officer on 31st July, 2025
Details of the Key Managerial Personnel of the Company as on 31st
March, 2025 are as follows:
| Sr. No Name |
DIN/PAN |
Designation |
| 1. Mr. Parikh H.A. |
00027820 |
Managing Director, Promoter |
| 2. Mr. Vikas Vishnubhai Patel |
CBCPP9728D |
Chief Financial Officer |
| 3. Ms. Vinita Keswani |
FDWPK1638E |
Company Secretary and Compliance Officer
(Resigned w.e.f. 6th May,2025) |
| 4. **Mr. Devang Shah |
BSRPS3532H |
Company Secretary and Compliance Officer
(Appointed w.e.f. 31.07.2025) |
**Ms. Vinita Keswani resigned from the post of Company Secretary &
Compliance Officer on 6th May, 2025 till closing of business hours.
(B) Details of the changes in Directorship and Key Managerial Personnel
during the financial year 2024-25 DIRECTORS
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Parikh H.A. (DIN: 00027820) designated as the Executive
Director of the Company was liable to retire by rotation at the 12thAnnual
General Meeting and shall be reappointed subject to the approval of members at ensuing
Annual General Meeting. (Details of Directors Seeking Appointment / Re-Appointment at the
forthcoming Annual General Meeting is presented under Annexure-A)
During the financial year, Ms. Apeksha S. Vyas, Women Independent
Director has resigned with effect from 30th May, 2024 and Mr. Gandhi T.J.
Independent Non-Executive Director has resigned with effect from 18th June,
2024.
KEY MANAGERIAL PERSONNEL
The functions of the Company Secretary were earlier discharged by Ms.
Aesha Shah and Ms. Vinita Keswani, who ensured proper compliance of procedures and
supported the Board and management during their tenure. Presently, the functions are being
discharged by Mr. Devang Shah, who has been appointed as the Company Secretary &
Compliance Officer w.e.f. 31stJuly, 2025. He ensures compliance with applicable
laws, rules, policies, and procedures, advises the Board on governance
matters, facilitates the convening of meetings, and acts as a key link between the
management and regulatory authorities.
Except as above there were no other changes in the Directors and Key
Managerial Personnel of the Company during the year 2024-25 under review.
(C) Statement on declaration given by independent directors under
Section 149(6) Of the Act
The Independent Directors hold office for a fixed term of five years
and are not liable to retire by Rotation. In accordance with Section 149(7) of the
Companies Act 2013, each Independent Director has given a written declaration to the
Company confirming that he/she meets the criteria of Independence as mentioned under
Section 149(6) of the Companies Act, 2013 and SEBI Regulations.
(D) Statement with regards to integrity, expertise and experience of
independent directors
Your directors' are of the opinion that the Independent Directors of
the Company are of high integrity and suitable expertise as well as experience (including
proficiency).
(E) Formal annual evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and SEBI Listing Regulations.
The performance of the board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc. The
performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a
separate meeting of independent directors, performance of non-independent Directors, the
Board as a whole and Chairman of the Company was evaluated, taking into account the views
of executive directors and non-executive directors.
Performance evaluation of independent directors was done by the entire
Board, excluding the independent director being evaluated.
11. MEETINGS: - BOARD MEETINGS: -
The Board of Directors met Ten times during the year on 7th May, 2024,
30th May, 2024, 18th June, 2024, 25th July, 2024, 24th October, 2024, 15th November,
2024,22nd November, 2024, 9th December, 2024, 4th February, 2025 and 7th February, 2025.
Frequency and quorum at these meetings and the intervening gap between
any two meetings were in conformity with the provisions of the Act, the Listing
Regulations and Secretarial Standards issued by The Institute of Company Secretaries of
India ("Secretarial Standards") and the relaxations provided by the Ministry of
Corporate Affairs and Securities and Exchange Board of India from time to time in this
regard. For further details, please refer report on Corporate Governance annexed to this
report.
COMMITTEES OF THE BOARD OF DIRECTORS
As on March 31st, 2025, the Board of Directors has the
following committees:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders' Relationship Committee
• Independent Director Committee • Audit Committee
The Audit Committee of the Board consists of Three Independent and One
Non-Executive Non-Independent Director. The composition, role, terms of reference as well
as power of the Audit Committee are in accordance with the provisions of Regulation 18 of
LODR and Section 177 of The Act and Rules framed there under.
The details of all related party transactions are placed periodically
before the Audit Committee. All the recommendations made by the Audit Committee were
accepted by the Board. The Company has in place a Vigil Mechanism; details of which are
available on the Company's website.
The Audit Committee comprises of the following Members as on March 31,
2025:
| Names |
Designation |
Category |
| Mr. Rushabh A. Shah |
Chairman |
Non-Executive, Independent Director |
| Mr. JainilRaseshkumarBhatt |
Member |
Non-Executive, Non-Independent Director |
| Mr.Mukeshkumar Ganeshbhai Kanazariya |
Member |
Non-Executive, Independent Director |
| Ms. Nidhi Bansal |
Member |
Non-Executive Women Independent Director |
There were 7 (Seven) Meetings of the Audit Committee of the Board of
Directors held during the Financial Year 2024-25, (i.e.,7th May, 2024, 10th
June, 2024, 25th July, 2024, 24th October, 2024, 9th
December, 2024, 4th February, 2025 and 7th February, 2025).
The Statutory Auditors and Chief Financial Officer attend the Audit
Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as
Secretary to the Audit Committee. The Audit Committee has made observations and
recommendations to the Board of Directors, which have been noted and accepted by the
Board.
During the Financial Year 2024-25, all recommendations made by the
Audit Committee to the Board of Directors were accepted by the Board and there were no
instances where the recommendations were not accepted.
• Nomination and Remuneration Committee
In compliance with Section 178 of The Act, Your Company has in place a
"Nomination and Remuneration Committee". The powers, role and terms of reference
of the Nomination and Remuneration Committee cover the areas as contemplated under
Regulation 19 of LODR and Section 178 of The Act, and Rules and Regulations, framed there
under, besides other terms as may be referred by the Board of Directors.
The Nomination and Remuneration Committee comprises of the following
Members as on March 31st, 2025: -
| Name |
Designation |
Category |
| Ms. Nidhi Bansal |
Chairman |
Non-Executive Women Independent Director |
| Mr. Bhatt J. R. |
Member |
Non-Executive, Non- Independent Director |
| Mr. Mukesh GaneshbhaiKanazariya |
Member |
Non-Executive, Independent Director |
| Mr. Rushabh Shah |
Member |
Non-Executive, Independent Director |
There were 5 (Five) Meetings of the Nomination and Remuneration
Committee of the Board of Directors held during the Financial Year 2024-25 (i.e., on 7th
May,2024, 30th May, 2024, 18th June, 2024, 25th July,
2024 and 9th December, 2024).
• Stakeholders' Relationship Committee:
Pursuant to the provisions of Section 178 of the Companies Act, 2013,
your Company has constituted a Stakeholders' Relationship Committee of the Board of
Directors, comprising of the following Members during the Financial Year 2024-25: -
| Name |
Designation |
Category |
| Mr. Mukesh GaneshbhaiKanazariya |
Chairman |
Non-Executive, Independent Director |
| Mr. Bhatt J. R. |
Member |
Non-Executive, Non-Independent Director |
| Ms. Nidhi Bansal |
Member |
Non-Executive Women Independent Director |
| Mr. Rushabh Shah |
Member |
Non-Executive, Independent Director |
During the Financial Year 2024-25, 4 (Four) Meetings of the
Stakeholders' Relationship Committee were held, i.e.,6th April, 2024, 4th
July, 2024, 3rd October, 2024, and 13st January, 2025.
• Independent Director Committee:
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
your Company has constituted a Independent Director Committee of the Board of Directors,
comprising of the following Members during the Financial Year 2024-25:
| Name</td>
| Designation |
Category |
| Mr. Mukesh Ganeshbhai Kanazariya |
Chairman |
Non-Executive, Independent Director |
| Ms. Nidhi Bansal |
Member |
Non-Executive Women Independent Director |
| Mr. Rushabh Shah |
Member |
Non-Executive, Independent Director |
During the Financial Year 2024-25, 2 (Two) Meetings of the Independent
Director Committee were held, i.e., 15th April, 2024and 01st
October, 2024.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: -
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the
Financial Statements.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
Particulars of contracts or arrangements with related parties in the
Form of Disclosures under Para A of Schedule V of Listing Regulations are enclosed as per
Annexure-B.
14. 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 WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No Material changes have occurred during the year which shall affect
the Financial position of the Company.
15. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION:
Company has not issued any Employee Stock Option during the year.
16. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
During the year, the Company has not issued Sweat Equity shares. Hence,
details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rule, 2014 are
not reported yet.
17. ADEQUACY OF INTERNAL CONTROL SYSTEM
The Company has proper and adequate system of internal controls which
ensures that all assets are safeguarded against loss from unauthorized use or disposition
and all the transaction are authorized, recorded and reported correctly. Regular internal
audits and checks are carried out to provide assurance that the responsibilities at
various levels are discharged effectively and that adequate systems are in existence. The
management continuously reviews the internal control systems and procedure for efficient
conduct of business.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO: -
The foreign exchange earnings and outgo during the financial year ended
31stMarch, 2025 is as follows:
| Particulars |
2024-25 |
2023-24 |
| Foreign Exchange Earning |
180.19 |
0.92 |
| Foreign Exchange outgo |
0 |
0 |
19. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES, AND JOINT VENTURE COMPANIES
During the year, Trinity Ganesh Private Limited became a subsidiary of
the Company. Additionally, the Company continues to hold one joint venture, namely 'CKIM
Pharma LLP. As per the requirements of Section 129(3) of the Act, a statement containing
salient features of the financial statements of subsidiaries, joint ventures and associate
companies in prescribed Form No. AOC-1 is attached with this report as Annexure-C.
The performance of key operating subsidiary and joint venture companies
in India are given below:
Trinity Ganesh Private Limited has reported a turnover of 12,90,127.59
and profit before tax of 15,47,290.83in 2024-25, as compared to loss of 23,12,773.28
respectively in the previous year. CKIM Pharma LLP,the joint venture has turnover of over
12,90,127.59 for 2024-25.
Except as mentioned above, there have been no material changes in the
nature of the business of the subsidiaries, including associates and joint ventures during
the financial year 2024-25.
20. DEPOSITS: -
The Company has neither accepted nor renewed any deposit within the
meaning of the Companies (Acceptance of Deposits) Rules, 2014.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR):-
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social
Responsibility.
22. REMUNERATION POLICY: -
The Board has, on the recommendation of Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management
and their remuneration. The Remuneration Policy is uploaded on the website of the Company
i.e.:https://vivantaindustries.com
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors has formulated a Whistle
Blower Policy which is in compliance with the provisions of Section 177 (9) of the Act and
Listing Regulations. The policy provides a framework and process whereby concerns can be
raised by its employees against any kind of discrimination, harassment, victimization or
any other unfair practice being adopted against them, and can also report directly to the
Chairman of Audit Committee. The policy focuses on promoting ethical behavior in all its
business activities and encourages employees to report concerns and unethical behavior,
actual or suspected fraud or violation of the company's code of conduct and ethics. Under
the said mechanism, employees are free to report violations of applicable laws and
regulations and the Code of Conduct. It also provides for adequate safeguards against the
victimization of persons who use this mechanism. The Vigil Mechanism/Whistle Blower Policy
has been posted on the Company's website at https://vivantaindustries.com/policies/. The
functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time.
The Company affirms that no director/employee has been denied access to the Chairman of
the Audit Committee and that no compliant was received during the year.
24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has always believed in providing a safe and harassment free
workplace for every individual through various interventions and practices. The Company
always endeavours to create and provide an environment that is free from discrimination
and harassment, including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee (ICC) has been set up in compliance
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
Following are the details of sexual harassment cases for the financial
year 2024-25.
| S.NO Nature of Complaints |
Received |
Disposed Off |
Pending |
| 1 Sexual Harrasment |
No |
No |
No |
| 2 Workplace Discrimination |
No |
No |
No |
| 3 Child Labour |
No |
No |
No |
| 4 Forced Labour |
No |
No |
No |
| 5 Wages and Salary |
No |
No |
No |
| 6 Other HR issues |
No |
No |
No |
25. CORPORATE GOVERNANCE: -
During the period under review, Compliance with the Corporate
Governance Provisions as per Regulation 15(2) of the SEBI Listing Regulations are
applicable to the Company. Compliance with the corporate governance provisions as
specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para-C, D and E of Schedule V, are applicable to the listed entity as
the limits are triggered as mentioned in Regulation 15(2) of the SEBI Listing Regulations.
The Corporate Governance Report during the period under review is mentioned in
"Annexure-D".
26. AUDITORS: -
(A) STATUTORY AUDITORS:-
The appointment of Statutory Auditors of the company (M/s GMCA &
Co., Chartered Accountants) (Firm Registration No.: 109850W) as recommended by Audit
Committee and the Board of Directors was approved by the shareholders at the 9th
Annual General Meeting of the company for a term of five (5) years commencing from April
1, 2022 to hold office from the conclusion of the 9th Annual General Meeting
until the conclusion of the 14th Annual General Meeting.
The Statutory Auditors Report for FY 2024-25 on the financial statement
of the Company forms part of this Annual Report. Auditors have expressed their unmodified
opinion on the Financial Statements and Standalone Independent Audit report do not contain
any qualifications, reservations, adverse remarks, or disclaimer.
The information referred to in the Auditors Report is self- explanatory
and does not call for any further comments. The Statutory Auditors of the Company have not
reported any fraud as specified under Section 143 (12) of the Act, in the year under
review.
(B) SECRETARIAL AUDITOR: -
The Board of Directors has approved the appointment of M/s Jitendra
Parmar and Asssociates, Practicing Company Secretaries (CP/Firm No.: F11336), Ahmedabad as
a Secretarial Auditor at their meeting held on 16th May, 2025 for conducting
the Secretarial Audit of the Company for the Financial Year 2024-25.
The Secretarial Audit Report for the financial year 2024-25, in form
MR-3, does not contain any qualification, reservation or adverse remark except mentioned
below and is annexed to this report as "Annexure-E".
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above
except - Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS - RACPOD1 / P / CIR /
2023 / 172 dated October 19, 2023 i.e. Non filing of Annual Disclosures of
Non-applicability of Large Corporate for FY 2024-25.
During the financial year 2024-25, no fraud was reported by the
Secretarial Auditors of the Company in their Audit Report.
27. 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 this report as "Annexure-F".
28. INSURANCE: -
All the properties of the Company are adequately insured.
29. ANNUAL LISTING FEE:-
Your Company has paid requisite Annual Listing Fees to BSE Limited
(BSE) where its securities are listed.
30. INDUSTRIAL RELATIONS:-
The relationship with the workmen and staff remained cordial and
harmonious during the year and management received full cooperation from employees.
31. PARTICULARS OF EMPLOYEES: -
During the year under review, the Company has not paid any remuneration
to its Directors and Key Managerial Personnel requiring disclosure under Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further,
there were no employees whose remuneration exceeded the limits prescribed under Rule 5(2)
of the said Rules (i.e., ^1.02 crore per annum or ^8.5 lakh per month, as applicable).
32. DIRECTORS' RESPONSIBILITY STATEMENT: -
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134 of the Companies Act (Act):
a) In the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st
March, 2025 and of the profit of the Company for the period ended on 31st
March, 2025.
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) The Directors had prepared the Annual Accounts on a Going Concern
Basis;
e) The Directors had laid down Internal Financial Controls (IFC) and
that such Internal Financial Controls are adequate and have been operating effectively.
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems have been found adequate and
operating effectively.
33. SECRETARIAL STANDARDS:
Your Company is in compliances with the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India.
34. MANAGERIAL REMUNERATION:
The remuneration paid to the Directors and Key Managerial Personnel of
the Company during the Financial Year 2024-25 was in accordance with the Nomination and
Remuneration Policy of the Company. Disclosures with respect to the remuneration of
Directors and employees as required 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 - G" to this Report.
35. MAINTENANCE OF COST RECORDS:
The Company is not require to maintain cost records as specified by the
Central Government under subsection (1) of section 148 of the Companies Act, 2013, and
accordingly such accounts and records are not made and maintained.
36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
37. DISCLOSURES OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND TAKING LOANFROM THE BANKS OR FINANCIAL INSTITUTIONS
The Company has not entered into any one-time settlement with Banks or
Financial Institutions during the year under review. Accordingly, no disclosures are
required in respect of valuation differences at the time of such settlements
38. CAUTIONARY STATEMENT:
Statements in the Directors' Report and the Management Discussion and
Analysis Report describing the Company's objectives, projections, expectations, estimates
or forecasts may be forward-looking within the meaning of applicable laws and regulations.
Actual results may differ substantially or materially from those expressed or implied
therein due to risks and uncertainties. Important factors that could influence the
Company's operations, inter alia, include global and domestic demand and supply conditions
affecting selling prices of finished goods, input availability and prices, changes in
government regulations, tax laws, economic, political developments within the country and
other factors such as litigations and industrial relations.
39. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through
which it reviews and assesses significant risks on a regular basis to help ensure that
there is a robust system of risk controls and mitigation in place. Senior management
periodically reviews this risk management framework to keep updated and address emerging
challenges. Major risks identified for the Company by the management are Currency
fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing
& Supply, Litigation, Technological Changes and new capital investments return. The
management is however, of the view that none of the above risks may threaten the existence
of the Company as robust Risk mitigation mechanism is put in place to ensure that there is
nil or minimum impact on the Company in case any of these risks materialize.
40. DEPOSITORY SYSTEM:
Your Company's Equity Shares are available for dematerialization
through National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL).
41. ADDITIONAL INFORMATION:
The additional information required to be given under the Companies
Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and
forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors'
Report are self-explanatory and therefore do not call for any further explanation.
42. 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 which hold(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 Disclosure Requirements) Regulation, 2015, have been disclosed in the accompanying
Financial Statements.
43. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES, 2014 - RULE
11 OF THE COMPANIES ACT, 2013
The Company had used accounting software for maintaining its books of
account for the financial year ended March 31, 2025 which has a feature of recording audit
trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software.
44. AMENDMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION)
RULES, 2014 - RULE 9 OF THE COMPANIES ACT, 2013
In accordance with Rule 9 of the Companies (Management and
Administration) Rules, 2014, the Company has designated a Devang Shah, Company Secretary
as the responsible person for ensuring compliance with the statutory obligations under the
said Rules w.e.f. 31st July, 2025.
45. APPRECIATION:
Your Directors wish to place on record sincere appreciation for the
support and co-operation received from various Central and State Government Departments,
organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of
your Company, viz., Shareholders, customers, dealers, vendors, banks and other business
partners for excellent support received from them during the Financial Year under review.
Your Directors also express their warm appreciation to all the employees of the Company
for their unstinted commitment and continued contribution to the growth of your Company.
| Place: Ahmedabad |
By order of the Board, |
| Date: 01/09/2025 |
For, Vivanta Industries limited |
|
Sd/- |
Sd/- |
|
Mr. Parikh H. A. |
Mr. Bhatt J.R. |
|
Managing Director |
Director |
|
DIN:00027820 |
DIN:03362796 |
|