To,
The Members,
VIVIANA POWER TECH LIMITED,
(previously known as VIVIANA POWER TECH PRIVATE LIMITED)
Vadodara
Your directors are pleased to present the Eleventh (11th) Annual Report
on the business and operations of the Company along with the Standalone and Consolidated
Audited Financial Statements of the Company for the Financial Year ended on 31st March,
2025.
1. CORPORATE OVERVIEW AND GENERAL INFORMATION:
"Viviana Power Tech Limited” was founded in 2014 with the
motive to cater to the requirements of our esteemed clients in the field of Power
Transmission, Distribution and Industrial EPC space.
Within the span of about ten years, VIVIANA has completed project worth
Rs. 500 crores (in 11 states across the country). VIVIANA is having ongoing projects worth
more than Rs. 1000 Crores. The projects include ?500 KV HVDC and 400/ 220/ 132/ 66/ 33 KV
Transmission lines/ Sub Stations of private and Government utilities and industries.
VIVIANA undertakes turnkey jobs for Supply, Erection, Testing & Commissioning of all
types of Electrical system.
VIVIANA believes in thriving upon customer satisfaction by continual
improvisation and project completion within the stipulated time limit. VIVIANA has a
dedicated workforce, inherent strength and tie-ups.
2. FINANCIAL RESULTS: STANDALONE AND CONSOLIDATED
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2024-25 |
F.Y. 2023-24 |
Total Revenue |
18,899.21 |
6,580.19 |
21,959.29 |
Not Applicable |
Total Expenditure |
16,605.42 |
5,692.44 |
19,088.70 |
Profit Before Exceptional
& Extraordinary items & tax |
2,293.78 |
887.76 |
2,870.59 |
Prior Period Items |
(0.94) |
(0.24) |
(0.94) |
Profit Before Taxes |
2,292.84 |
887.51 |
2,869.65 |
Less: Current Tax |
587.45 |
227.36 |
809.01 |
Less: Tax Expenses Earlier
period |
0.04 |
4.13 |
0.04 |
Less: Deferred Tax Expenses
(Income) |
4.01 |
1.42 |
(7.93) |
Profit After Taxes |
1,701.34 |
654.61 |
2068.52 |
The above figures are extracted from the Standalone Financial
Statements prepared in accordance with generally accepted accounting Principles in India.
The applicable mandatory Accounting Standards as amended specified under section 133 of
the Companies Act, 2013 read with Rule 7of the Companies (Accounts) Rules, 2014 of India
have been followed in preparation of these financial statements and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations”), as amended.
3. STATE OF COMPANY'S AFFAIRS AND OUTLOOK
We believe in thriving upon customer satisfaction through continual
improvisation and project completion within the stipulated time limit. Our services are
focused on delivering outstanding results for our clients. We provide prompt services to
cater to the specific needs of the business and assist in achieving the business goals. We
have a dedicated workforce, inherent strength, and tie-ups.
Our Company is committed to providing services and products to its
clients at the highest attainable standard of safety and environmental protection for its
employees, contractors, and other interested parties throughout all areas of its
activities, in accordance with client expectations, demands, and schedules, providing
flexible performance and quick reactions to changes and meeting the quality requirements
defined in standards and specifications.
Our Company is an ISO 9001:2015 certified organization for Quality
Management Systems, ISO 14001:2015 for Environmental Management Systems, and OHSAS
45001:2018 for Occupational Health and Safety Management System. We are committed to
providing quality work to our customers that meet the project standards and specifications
for materials, workmanship, tolerances, schedules, and public service while maintaining
profitability and competitiveness. We ensure continual improvement through quality
processes that are directed by a strong management team.
Our Promoters and key managerial personnel have been instrumental in
the growth of our business and actively advise us on corporate strategy and planning. They
are having excellence in EHV Power Transmission system development and has successfully
executed large-scale projects. We have a strong management team with significant industry
experience. Our Managing Director, Mr. Nikesh Kishorchandra Choksi and Whole Time
Director, Mr. Richi Nikeshbhai Choksi, have 38 years and 12 years of experience
respectively in the Power industry thus vast experience of the Directors has been
instrumental in determining the vision and growth strategies for our Company. We further
believe that our market position has been achieved by adherence to the vision of our
Promoters and senior management team and their experience of over a decade in the industry
in which our Company operates.
4. CHANGE OF THE NAME OF THE COMPANY
During the Year under Review, there was no change in the Name of the
Company.
5. TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to the
reserves by the Company.
6. DIVIDEND:
With a view to conserving resources for expansion of business, your
directors have thought it prudent not to recommend any dividend for the financial year
under review.
7. PRIVATE PLACEMENT:
During the year under review the company has raised the fund of Rs.
22.37 Crores by issuing of 3,06,500 equity shares of Rs. 10/- each at a premium of Rs.
615/- each and 51,500 fully convertible warrants issue on a preferential basis. 3,06,500
Equity Shares of the Company were listed on of National Stock Exchange (NSE) w.e.f.
February 13, 2025.
8. STATEMENT OF DEVIATION(S) OR VARIATION(S):
In terms of Regulation 32 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with NSE Circular No. NSE/CML/2024/23
dated September 05, 2024 there was no deviation or variation in connection with the terms
of the objects of the issue mentioned in the offer document, in respect of the
Preferential Issue of the Company.
During the Year under Review, the Company has utilized the Proceeds
Raised through Preferential Issue in the Following manner and there is no deviation or
variation in the use of proceeds.
| Sr. No. |
Object disclose in Offer document |
Amount disclose in Offer document |
Actual Amount Utilized |
Unutilized Amount |
Remarks |
| 1. |
Strengthening working capital requirements |
Rs. 2250 Lakhs |
Rs. 1915.62 Lakhs |
Nil |
Unutilized fund of Rs. 80.46 Lakhs (Received
towards convertible share warrants) |
| 2. |
Enhancement of marketing and distribution
network |
|
|
|
|
| 3. |
Development of new product lines |
|
|
|
|
9. TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to the
reserves by the Company.
10. DIVIDEND:
With a view to conserving resources for expansion of business, your
directors have thought it prudent not to recommend any dividend for the financial year
under review.
11. CHANGE IN NATURE OF BUSINESS:
During the year under review, there is no change in the nature of
business activities of the Company.
In addition to the existing line of the business, the Company altered
the object clause of the memorandum of Association by passing Special Resolution through
Postal Ballot dated March 21, 2025 to carry on diversified business activities in relation
of construction, real estate and infra projects. The proposal of the Board of Directors to
include the additional object clause of the company is driven by the need to expand its
business scope and capitalize on growth opportunities in the real estate sector, alongside
its existing power sector and EPC (Engineering, Procurement, and Construction) business.
This strategic move is intended to enhance business sustainability, profitability, and
long-term value creation for stakeholders.
12. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER
THE END OF FINANCIAL YEAR AND UP TO THE DATE OF REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year and up to the date of this
report. However, the Allotment Committee of Board of Director, at its meeting held on 24th
July, 2025 has converted 51,500 fully convertible warrants into 51,500 Equity Shares.
13. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR
ASSOCIATE COMPANY:
The Company acquired a 75% stake in Aarsh Transformers Private Limited
on September 17, 2024, and a 90% stake in Viviana Life Spaces Private Limited on March 28,
2025, thereby becoming the holding company of both companies. Details of Subsidiary
company have been attached under form AOC-1. (Annexure I)
The Company does not have any Joint Venture Company or Associate
Company.
14. ADEQUACY OF INTERNAL CONTROL SYSTEM:
Company has adequate Internal Financial Controls System over financial
reporting which ensures that all transactions are authorized, recorded, and reported
correctly in a timely manner. The Company's Internal Financial Controls over financial
reporting provides reasonable assurance over the integrity of financial statements of the
Company.
Company has laid down Standard Operating Procedures, Policies and
procedures to guide the operations of the business. Functional heads are responsible to
ensure compliance with all laws and regulations and also with the policies and procedures
laid down by the management.
15. DEPOSITS:
The Company has neither accepted nor renewed any deposits from public
during the year under review to which the provisions of the Companies (Acceptance of
Deposits) Rules 2014 apply.
As on 31st March 2025, the company has outstanding unsecured loan of
Rs. 44.05 Lakhs from the Directors.
16. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:
The Company has granted unsecured Inter Corporate Loan up to maximum
amount of Rs. 10 Crore, in one or more tranches, at an interest up to 9.34 % p.a. its
Subsidiary Company, Aarsh Transformers Private Limited.
Investments made during the year were within the limits approved by
Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.
During the year, the Company made investment of Rs. 75,000/- by way of acquisition of 75 %
Equity Shares of Aarsh Transformers Private Limited and Rs. 90,000/- by way of acquisition
of 90 % Equity Shares of Viviana Life Spaces Private Limited.
17. SHARE CAPITAL:
During the year under review, there was no change in the authorized
share capital of the company. However, the paid-up share capital of the company increased
pursuant to the issue of 3,06,500 equity shares of Rs. 10/- each at a premium of Rs. 615/-
on September 04, 2024 and 51,500 fully convertible warrants on a preferential basis.
As a result, the paid-up equity shares capital of the company as on
31st March, 2025 stands at Rs. 6,27,65,000/-, divided into 62,76,500 equity shares of Rs.
10/- each.
After the completion of the financial year, the Company has issued
51,500 Equity Shares of Rs. 10/- each against conversion of warrants on July 24, 2025.
18. TRANSFER TO INVESTOR EDUCATION &
PROTECTION FUND:
In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection
Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed
dividends to be transferred during the year under review to the Investor Education and
Protection Fund.
19. BOARD EVALUATION:
The evaluation framework for assessing the performance of the Directors
of the Company comprises of contributions at the Meeting(s) and strategic perspective or
inputs regarding the growth and performance of the Company, amongst others.
Pursuant to the provisions of the Companies Act, 2013 and rules made
thereunder and as provided under Schedule IV of the Act and Listing Regulations, the Board
has carried an annual performance evaluation of its own performance, all the committees of
Board and the directors individually including Chairman & Managing Director and
Independent Directors in accordance with the criteria of evaluation approved by Nomination
& Remuneration Committee.
Board of the Company was satisfied with the functioning of the Board
and its Committees. The Committees are functioning well and besides covering the
Committees' terms of reference, as mandated by law, important issues are brought up and
discussed in the Committee meetings. The Board was also satisfied with the contribution of
Directors, in their individual capacities
20. DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review, the following changes occurred in the Key
Managerial Personnel (KMP) and Directorship of the Company:
• Mrs. Priyanka Richi Choksi tendered her resignation from the
position of Chief Financial Officer (CFO) of the Company with effect from August 16, 2024.
• The Board of Directors, in its meeting held on August 20, 2024,
approved the appointment of Mr. Dipesh Patel as the Chief Financial Officer (CFO) of the
Company with immediate effect.
• In the same meeting held on August 20, 2024, the Board appointed
Mrs. Priyanka Richi Choksi as an Additional Director (Executive, Non-Independent) of the
Company.
• At the Annual General Meeting (AGM) of the Company held on
September 25, 2024, the members approved the regularization of Mrs. Priyanka Richi Choksi
as a Director and her appointment as Whole-Time Director of the Company.
21. DIRECTOR'S RESPONSIBILITY STATEMENT:
1. In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement;
2. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
3. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the company at the
end of the financial year and of the profit and loss of the company for the year under
review;
4. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
5. That the Directors have prepared the annual accounts on a going
concern basis
6. That the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
7. That the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
22. INDEPENDENT DIRECTOR'S DECLARATION:
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act, 2013 and the rules
made thereunder and Listing Regulations.
All the Independent Directors of the Company have registered themselves
with the Indian Institute of Corporate Affairs ("IICA”). Further, as per the
declarations received, all the Independent Directors of Company have either passed or were
exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA
Notification dated October 22, 2019 and December 18, 2020.
23. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS:
The familiarization program seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes and about the overall
functioning and performance of the Company. The policy and details of familiarization
program is available on the website of the Company at www.vivianagroup.in
24. MEETINGS:
BOARD MEETINGS
During the year under review, the following Board meetings were held
and convened:
| Sr No. Date of Board Meeting |
Directors as on the date of meeting |
Number of directors Attended |
| 1. 08.05.2024 |
5 |
5 |
| 2. 20.06.2024 |
5 |
5 |
| 3. 20.08.2024 |
5 |
5 |
| 4. 25.10.2024 |
5 |
5 |
| 5. 23.12.2024 |
5 |
5 |
| 6. 07.02.2025 |
5 |
5 |
| 7. 22.03.2025 |
5 |
5 |
COMMITTEE MEETING
During the year under review, the following Committee meetings were
held and convened
| Sr No. Type of meeting |
Date of Committee Meeting |
Directors as on the date of meeting |
Number of directors Attended |
| 1. Audit Committee |
08.05.2024 |
3 |
3 |
| 2. Nomi. & Remu. Committee |
20.06.2024 |
3 |
3 |
| 3. Audit Committee |
20.08.2024 |
3 |
3 |
| 4. Nomi. & Remu. Committee |
20.08.2024 |
3 |
3 |
| 5. Audit Committee |
25.10.2024 |
3 |
3 |
| 6. Audit Committee |
07.02.2025 |
3 |
3 |
| 7. Stakeholders' Relation. Committee |
07.02.2025 |
3 |
3 |
| 8. Independent Directors' |
07.02.2025 |
2 |
2 |
GENERAL MEETING
During the year under review, the Company convened an Annual General
Meeting on 25th September, 2024.
Additionally, an Extraordinary General Meeting was held on 12th July,
2024 to issue 3,08,500 Equity Shares on preferential basis to the persons belonging to
Non-Promoter Category and to issue 51,500 fully- convertible warrants on preferential
basis which required shareholder approval. Furthermore, a resolution was passed by way of
postal ballot on 21st March, 2025 for alteration of object clause of the Memorandum of
Association in accordance with the applicable provisions of the Companies Act, 2013 and
relevant rules made thereunder.
25. AUDIT COMMITTEE:
In compliance with the provisions of section 177 of the Act and
regulation 18 of the SEBI LODR Regulations, the Board has constituted an Audit Committee.
The Statutory Auditors and Internal Auditors of the Company are regular invitees at the
Audit Committee Meetings. The Audit Committee holds discussions with the Statutory
Auditors on the 'Limited Review” of the half-yearly, the yearly Audit Plan, matters
relating to compliance of Accounting Standards, their observations arising from the annual
audit of the Company's accounts and other related matters. The Audit Committee is
presented with a summary of internal audit observations and follow up actions thereon. The
terms of reference of Audit Committee includes the matters prescribed under Section 177 of
the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015.
The Company Secretary acts as the Secretary to the committee. The
composition of the Audit Committee as at March 31, 2025:
| Name of Member |
Membership |
Category |
| Mrs. Sneha Parth Varma |
Chairperson |
Independent Director |
| Mr. Vishal Ranchhodbhai Thakarani |
Member |
Independent Director |
| Mr. Richi Nikeshbhai Choksi |
Member |
Whole-Time Director |
26. NOMINATION AND REMUNERATION COMMITTEE AND
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
In compliance with the provisions of section 178 of the Act and
regulation 19 of the SEBI Listing Regulations, the Board has constituted the Nomination
and Remuneration Committee ("NRC”). The brief terms of reference of NRC as
specified in clause A of Part D of Schedule II of the Listing Regulations inter alia
contains:
• Formulation of the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the Board a policy,
relating to the remuneration of the directors, key managerial personnel and other
employees.
• Formulation of criteria for evaluation of performance of
independent directors and the Board.
• Devising a policy on Board diversity
• Identifying persons who are qualified to become directors of the
Company and who may be appointed in senior management in accordance with the criteria laid
down, and recommend to the Board their appointment and removal.
• Recommending the remuneration, in whatever form, payable to the
senior management personnel.
• Determining whether to extend or continue the term of
appointment of the independent director, on the basis of the report of performance
evaluation of independent directors.
• Perform such functions as are required to be performed by the
NRC committee under the Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014.
• Performing such other activities as may be delegated by the
Board and/or are statutorily prescribed under any law to be attended to by the Nomination
and Remuneration Committee
The composition of NRC as on March 31, 2025:
| Name of Member |
Membership |
Category |
| Mr. Vishal Ranchhodbhai Thakarani |
Chairperson |
Independent Director |
| Mrs. Sneha Parth Varma |
Member |
Independent Director |
| Mrs. Reemaben Nikeshbhai Choksi |
Member |
Non-Executive Director |
27. AUDITORS:
A. STATUTORY AUDITORS:
M/s. MUKUND & ROHIT, Chartered Accountants, bearing ICAI
Registration Number: 113375W has been appointed as Statutory Auditor of the company for a
period of five years starting from the Annual General Meeting held for FY 2021-22 till
Annual General Meeting to be held for FY 2026-27.
The report of the Statutory Auditors of the Company forms part of the
annual report. The Statutory Auditor has issued Audit Reports with unmodified opinion on
the Standalone & Consolidated Financial Statements of the Company for the year ended
31st March, 2025. The Notes on the Financials Statement referred to in the Audit Report
are self-explanatory and therefore, do not call for any further explanation or comments
from the Board under Section 134(3) (f) of the Companies Act, 2013.
During the year under review, the statutory auditors have not reported
to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of
fraud committed against the Company by its officers of employees, the details of which
would need to be mentioned in the Board Report.
B. INTERNAL AUDITORS:
Company has in place an adequate internal audit framework to monitor
the efficacy of internal controls with the objective of providing to the Audit Committee
and the Board of Directors, an independent and reasonable assurance on the adequacy and
effectiveness of the organization's risk management, internal control and governance
processes.
The framework is commensurate with the nature of the business, size,
scale and complexity of its operations with a risk based internal audit approach.
For the FY 2024-25, Company appointed M/S. Snehal Shah & Associates
Chartered Accountant(s), Vadodara (FRN: 128877W) as the Internal Auditors for conducting
Internal audit of systems and processes, providing of observations, impact and
recommendation to strengthen the internal control framework and advise on internal control
process gaps of the company. The Internal Auditors report to the Audit Committee on half
yearly basis. Several recommendations were received from the Internal Auditors and most of
them were compiled by the management during the FY 2024-25.
C. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company appointed M/s. Kashyap Shah & Co., Practicing Company Secretaries, to conduct
Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the
financial year ended March 31, 2025 is annexed herewith marked as Annexure II to this
report.
The Board has respectfully acknowledged the observation of Secretarial
Audit Report regarding (i) Delay in submission of unaudited financial results under
Regulation 33 of the Listing Regulations for the half year ended on 30th September, 2024.
In pursuance of this, the unaudited financial results of the Company for the half-year
ended 30th September, 2024, were duly considered and approved at the Board Meeting within
the prescribed timelines. However, due to an inadvertent clerical oversight, the
consolidated cash flow statement, which is an integral part of the consolidated financial
results, was not submitted along with the unaudited financial results filed with the stock
exchanges. (ii) The notice in respect of the extra ordinary general meeting seeking
shareholders' approval was sent to shareholders on June 20, 2024, whereas the application
seeking in-principle for the issue of equity shares on preferential basis was filed with
the National Stock Exchange of India Limited on June 26, 2024, resulting in non-compliance
of Regulation 160(f) of SEBI (ICDR) Regulations, 2018. The Company experienced certain
technical glitches with the NEAPS portal at the time of submission of the in-principle
application on time. However, the in-principle approval has since been duly granted by the
National Stock Exchange of India Limited (NSE).
The observation/ remarks provided in the report are self-explanatory.
28. EXPLANATIONS ON QUALIFICATIONS/ ADVERSE
REMARKS CONTAINED IN THE AUDIT REPORT:
There was no a qualification, reservations or adverse remarks made by
the Auditors in their report. Observations of the Auditors are self-explanatory and do not
call for further information.
29. FRAUDS REPORTED UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013:
No fraud was noticed by the Auditors under Section 143(12) of the
Companies Act, 2013.
30. RISK MANAGEMENT:
The risk management includes identifying types of risks and its
assessment, risk mitigation and monitoring and reporting. The Board judges from
time-to-time Credit Risk/ Liquidity Risk to the fair and reasonable extent that The
Company is willing to take. The Company has its internal Risk Management Policy as the
elements of risk threatening the Company's existence are very minimal.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 read with Rule
9 of the Companies (Accounts) Rules, 2013 are applicable to the Company. The Company has
in place a Corporate Social Responsibility Policy which indicates the activities to be
undertaken by the Company in areas or subjects specified in schedule VII of the Companies
Act, 2013. Accordingly, during the FY 2024-25 as mentioned in the CSR Policy, the amount
for CSR expenditure amounting to Rs. 10,76,000/- was spent, the details given in the
format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014
attached as Annexure - III.
Please click on the link https://www.viviangroup.in under investors
info/Corporate Policy link to access the CSR Policy of Company.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished.
A. Conservation of energy:
Steps taken / impact on conservation of energy, with special reference
to the following:
(i) steps taken by the company for utilizing alternate sources of
energy including waste generated : Nil
B. Technology absorption:
(i) Efforts, in brief, made towards technology absorption. Benefits
derived as a result of the above efforts, e.g., product improvement, cost reduction,
product development, import substitution, etc.: Not applicable
(ii) In case of imported technology (imported during the last 3 years
reckoned from the beginning of the financial year), following information may be
furnished: Not applicable.
(iii) Expenditure incurred on Research and Development : Nil
C. Foreign exchange earnings and Outgo : Nil
33. STATEMENT UNDER RULE 5 (2) OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: -
There is no employee in the Company drawing remuneration aggregating to
Rs. 8.50 lacs or above per month or Rs. 1.02 crore or above per annum.
Disclosure under the provisions of Section 197 of
the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year 2024-25, ratio of the
remuneration of each Director to the median remuneration of the employees of the Company
for the financial year 2024-25 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are as under:
| Name of Director/ Key Managerial Personnel |
Designation |
% Increase in Remuneration in the year
2024-25 |
Ratio of Remuneration to Median remuneration
of employee |
| Mr. Richi Nikeshbhai Choksi |
Whole-time Director |
20% |
8.4 :1 |
| Mr. Nikesh Kishorchandra Choksi |
Managing Director |
30% |
8.8 :1 |
| Mrs. Reema Nikesh Choksi |
Director |
0% |
0 |
| Mrs. Priyanka Richi Choksi |
Whole-time Director |
140% |
6.5 : 1 |
| Mrs. Kavaljit Nishant Parmar |
Company Secretary |
60% |
1.2 : 1 |
| Mr. Dipesh Patel |
Chief Financial Officer |
0% |
2.6 : 1 |
Notes:
i. Remuneration to Non-executive & Independent Directors includes
only sitting fees and annual commission.
ii. Increase or decrease in their remuneration is due to increase or
decrease in the meetings held/attended during the year.
iii. The median remuneration of employees of the Company during the
financial year was Rs. 3,91,740/- p.a.
iv. In the financial year, there was increase of 2.5% p.a in the median
remuneration of employees;
v. There were 65 permanent employees on the rolls of Company as on
March 31, 2025.
vi. The Company has given normal increments to the employees during the
year ended 31st March, 2025.
vii. Remuneration paid is as per the Remuneration Policy for Directors,
Key Managerial Personnel and other Employees.
viii. None of the Directors of the Company are in receipt of any
commission from the Company.
As per provision of Section 197 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
particulars of the employees are required to be annexed in respect of the employees of the
Company who were in receipt of total remuneration of Rs. 1.02 Crores per annum or 8.50
Lakh per month. During the financial year, there is no employee drawing remuneration as
above.
34. DISCLOSURE ON ESTABLISHMENT OF VIGIL
MECHANISM:
The Whistle Blower Policy (Vigil Mechanism) was constituted by the
Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made
thereunder to report genuine concerns of Directors and Employees. The Policy has been
uploaded on the Company's website and can be accessed at the www.vivianagroup.in .
35. DISCLOSURE IN RESPECT OF SCHEME FORMULATED
UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
Since the Company has not formulated any scheme in terms of Section 67
(3) of the Companies Act, 2013.
36. DISCLOSURES PURSUANT TO SECTION 197 (14) OF
THE COMPANIES ACT, 2013:
None of the Directors of the Company is in receipt of any commission
from any holding or subsidiary Company.
37. RELATED PARTIES TRANSACTIONS:
All related party transactions/arrangements/contracts entered into by
the Company during the financial year 2024-25 were either undertaken on the basis of
omnibus approval of the Audit Committee or approved by the Audit Committee and/or Board.
All related party transactions were at arm's length basis and in the ordinary course of
business in compliance with the applicable provisions of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
There are no materially significant related party transactions that may
have potential conflict with interest of the Company at large. Details of related party
transactions entered into by the Company, in terms of generally accepted accounting
Principles in India have been disclosed in the notes to the standalone & consolidated
financial statements forming part of this Annual Report.
Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is set out in Annexure IV to this Report.
Company's Related Party Transactions Policy appears on its website link:
www.vivianagroup.in
38. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure-V
to this Report.
39. ANNUAL RETURN:
The Annual Return of Company for the FY 2024-25 will be available on
the Company's website at https:// www.vivianagroup.in.
40. MATERNITY POLICY
The Company is committed to fostering an inclusive, equitable, and
supportive work environment. In line with this commitment, the Company ensures strict
adherence to all applicable statutory provisions, including the Maternity Benefit
(Amendment) Act, 2017. The internal policy framework is fully compliant with the Act and
aims to provide comprehensive benefits and support to female employees during and after
maternity.
During the financial year under review, the Company remained fully
compliant with the Maternity Benefit (Amendment) Act, 2017. The following key measures
were implemented:
• Maternity Leave: In accordance with statutory provisions,
eligible female employees were granted 26 weeks of maternity leave with full pay.
Additionally, in cases of adoption or commissioning motherhood, a leave of 12 weeks was
provided, ensuring equitable support across diverse parenting situations.
• Work-from-Home Option: To facilitate a smooth transition back to
the workplace, the Company extended a work-from-home facility to female employee
post-maternity leave, wherever the nature of work permitted. This initiative aimed to
offer enhanced flexibility and promote work-life balance for returning mothers.
All eligible female employees who availed maternity benefits received
their full entitlements as per the Company's policy. The management remains committed to
prioritizing the health, well-being, and career continuity of its female workforce, and
continues to maintain a supportive and inclusive culture.
41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to provide a healthy environment to all
employees that enable them to work without the fear of prejudice and gender bias. The
Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The Company through this policy has constituted Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and The Company has complied with its provisions.
Summary of Complaints Received and Disposed of during FY 2024-25:
| Sr. No. |
Number of Complaints Received during FY
2024-25 |
Number of Complaints Disposed of during FY
202425 |
Number of cases pending more than ninety days |
|
Nil |
Nil |
Nil |
42. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE
REGULATORS/ COURTS:
During the year under review, no significant and material order was
passed by the Regulators or courts.
43. MAINTENANCE OF COST RECORD:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, maintenance of cost record is not
applicable to the Company for the Financial Year 2024-25.
44. COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS:
During the year of review, Company has complied with the applicable
provisions of Secretarial Standards issued by the Institute of Company Secretaries of
India and approved by the Central Government under section 118(10) of the Companies Act,
2013.
45. DETAILS OF APPLICATION MADE OR ANY PRECEDING
PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT
STATUS:
During the year under Review, neither any application was made nor are
any proceedings pending under Insolvency and Bankruptcy Code, 2016.
46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable
47. ACKNOWLEDGMENTS:
The Directors place on record their sincere thanks to bankers, business
associates, consultants, employees and various Government Authorities for their continued
support extended to your Companies activities during the year under review. The Directors
also acknowledge gratefully the shareholders for their relentless support and confidence
reposed on the Company.
|
By order of the Board of Directors |
|
For Viviana Power Tech Limited |
|
Sd/- |
|
Nikesh Kishorchandra Choksi |
| Place: Vadodara |
Managing Director |
| Date: 01.09.2025 |
DIN 07762121 |
|