To,
The Members,
Vivanza Bioscience Limited
Your Directors have pleasure in presenting their 41st Annual Report
on the business and operations of the Company and the Audited Accounts for the Financial
Year ended 31st March, 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
(Rs. in Lacs)
|
Standalone |
Consolidated |
| Particulars |
Year ended 31/03/2023 |
Year ended 31/03/2022 |
Year ended 31/03/2023 |
Year ended 31/03/2022 |
| I. Total Revenue |
1459.39 |
997.56 |
1828.24 |
1122.90 |
| II. Total Expenditure |
(1390.67) |
(951.16) |
(1756.59) |
1089.56 |
| III. Profit/(Loss) Before Tax (I-II) |
68.72 |
46.41 |
71.65 |
33.34 |
| IV. Provision for Taxation |
11.81 |
0.04 |
11.81 |
0.04 |
| V. Profit/(Loss) After Tax (III-IV) |
56.91 |
46.37 |
59.83 |
33.30 |
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
During the year under review, the Company has earned revenue of Rs. 1420.71 lacs. The
Board of Directors of the Company is continuously making efforts for the growth of the
Company.
3. CHANGE IN NATURE OF BUSINESS:
During the financial year, there have not been any changes in the nature of business of
the 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. 39.81 lacs as compared to
Rs. 17.12 lacs at the beginning of the year.
6. SHARE CAPITAL:
At present, the Company has only one class of shares – equity shares with face
value of Rs.1/- each. The Authorized Share Capital of the company is Rs. 4,00,00,000/-
divided into 4,00,00,000 equity shares of Rs.1/- each. The paid up share capital of the
company as on March 31, 2023 is Rs. 4,00,00,000/- divided into 4,00,00,000 equity shares
of Rs.1/- each.
Note: Sub-division of 1 (One) fully paid up ordinary (Equity) share of the company
having face value of Rs. 10/- (Rupees Ten Only) each, into 10 (Ten) fully paid up ordinary
(Equity) shares having face value of Rs. 1/- (Rupees one only) each w.e.f. 24th March,
2023.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY 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
Company has done the sub-division (split) of equity shares from the face value of
Rs.10/- each to Rs.1/- each. Accordingly BSE has provided its approval for sub-division of
shares as on 08.03.2023.
Company has also filed an application pertaining to issue of convertible warrants on
preferential basis as on 28th June, 2022 but due to non availability of BSE's
approval; Company has withdrawn the said application.
8. Performance and financial position of each of the subsidiaries, associates,
and joint venture Companies
No Company has become or ceased to be subsidiary/Joint venture/Associate Company of the
Company during the year. However, the Company has one wholly owned subsidiary Company i.e.
"Vivanza Lifesciences Private Limited". Form AOC-1 in this regard, is attached
at the end of financial statements.
9. Deposits
The Company has neither accepted nor renewed any deposit within the meaning of the
Companies (Acceptance of Deposits) Rules, 2014.
10. Disclosure regarding issue of Employee Stock Option:
Company has not issued any Employee Stock Option during the year.
11. Annual Return on website
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act a copy of the Annual
Return is placed on the website of the Company i.e. www.vivanzabiosciences.com
12. 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.
13. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are attached herewith as Annexure-A.
14. Corporate Social Responsibility (CSR)
Corporate Social Responsibility (CSR) is not applicable to the Company during the year.
15. Directors:
A. Details of Appointment/resignation of Directors and Key Managerial Personnel
Mr. Hemant Parikh was reappointed as a Retiring Director by the members at their 40th
Annual General Meeting held on 21st July 2022. There was no change in the Key
Managerial Personnel.
Ms. Apeksha Vyas was appointed as an Additional Director to hold office upto next
Annual General Meeting in capacity of Non-Executive Independent Director w.e.f. 25th
April 2023 for the period of five years subject to approval of members. Requisites
resolutions are being proposed for your approval at ensuing Annual General Meeting.
Mr. Jayendra Mehta was appointed as Managing Director by the Board w.e.f. 25.04.2023.
B. Statement on declaration given by independent directors under Section 149(6) Of the
Act
The Board of Directors hereby declares that all the independent directors duly
appointed by the Company have given the declaration and they meet the criteria of
independence as provided under Section 149(6) of the Act.
C. 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)
D. Formal Annual Evaluation
The Company has devised a policy for performance evaluation of the Board, its
committees and individual Directors which include criteria for performance evaluation of
executive directors and non-executive directors. The Board has carried out an annual
performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its committees. The Board of Directors has expressed their
satisfaction with the evaluation process. A statement indicating the manner in which a
formal annual evaluation has been made by the Board of its own performance and that of its
committees and individual directors has been given in the Report of Corporate Governance.
16. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During
this year, Eight Board and four audit committee meetings were held.
The intervening gap between the Meetings was within the period prescribed under The Act
and The Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015[LODR].
17. Details of establishment of vigil mechanism for directors and employees
The Company has framed vigil mechanism in terms of The Companies Act, 2013 read with
Regulation 22 of LODR and the same may be accessed on the Company's website. Further,
every employee of the Company can directly report to the Chairman of the Audit Committee
when she / he becomes aware of any actual or possible violation of the Code or an event of
misconduct, act of misdemeanor or act not in the Company's interest.
18. Particulars of loans given, guarantees given, investments made and securities
provided
Details of loans, guarantees and investments are within the limit of the provisions of
Section 186 of The Act as appearing in the Note 11 to the financial statements.
19. Particulars of contracts or arrangements with related parties
Particulars of contracts or arrangements with related parties in Form AOC-2 are
enclosed as per Annexure-C. 20. Managerial Remuneration
Disclosures pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1),
5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are enclosed herewith as per Annexure-D.
21. Auditors
• Statutory Auditors
M/s. Shivam Soni & Co., Chartered Accountants, have been appointed as Statutory
Auditors of the Company from the conclusion of the 40th Annual General Meeting to hold
office upto the conclusion of 46th Annual General Meeting.
• Secretarial Auditors
M/s. Chintan Patel & Associates, Practicing Company Secretaries, Ahmedabad,
Gujarat, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the
Company as per provisions of Section 204 of The Companies Act, 2013 and issue of Annual
Secretarial Compliance certificate pursuant to Regulation 24A of LODR. The Secretarial
Audit Report and Annual Secretarial Compliance Report have been annexed to this Report as
per Annual Annexure- E & F respectively.
• Explanation or Comments on disqualifications, reservations, adverse remarks or
disclaimers in the Auditor's Reports;
Secretarial Auditor of the company i.e. Chintan Patel has reported one remark
pertaining to non compliance of appointment of company secretary as per Regulation 6 (1)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company
has paid the fine of Rs. 66,080/- (Rupees Sixty Six Thousand Eighty Only).
22. Corporate Governance Report
As per Regulation 15(2) of the SEBI Listing Regulations, 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, shall not apply in
respect of the listed entity having paid up equity share capital not exceeding rupees ten
crore and net worth not exceeding rupees twenty five crore, as on the last day of the
previous financial year. At present, the Company is not required to comply with Corporate
Governance regulations as none of the above referred limits have been triggered.
23. Management Discussion and Analysis Report
A report on Management Discussion and Analysis, as required in terms of Regulation
34(2) of LODR forms part of this Report. It deals with the Business Operations and
Financial Performance, Research & Development Expansion & Diversification, Risk
Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc.
enclosed as per Annexure-H
24. Risk management
The Management has put in place adequate and effective system and manpower for the
purposes of risk management. In the opinion of the Board, there are no risks which would
threaten the existence of the Company.
25. Directors' Responsibility Statement
In terms of Section 134(3)(c) read with 134(5) of the Act, your Directors would like to
state:
a) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
b) that 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 at the end of the
financial year and of the profit and loss of the Company for that period;
c) that 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) that the directors had prepared the annual accounts on a going concern basis;
e) 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 and
f) 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.
26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.
All employees (permanent, contractual, temporary, trainees) are covered under the said
policy. Internal Complaints Committee has also been set up to redress complaints received
on sexual harassment. During the year under review, no complaint was reported to the Board
and accordingly, the Company has no information to report on filing and disposal of the
cases pursuant to Section 22 of the said Act.
27. Directors Training & Familiarization
The Directors are regularly informed during the meetings of the Board and the
Committees, of the activities of the Company, its operations and issues faced by the
Engineering Industry. Considering the long association of the Directors with the Company
and their seniority and expertise in their respective areas of specialization and
knowledge of the engineering industry, their training and familiarization were conducted
in the below mentioned areas:
• The Roles, Rights, Responsibilities and Duties of Independent Directors
• Business Development Strategy and Plans
• Changes brought in by the introduction of the Securities Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015
• Changes in the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
28. Audit Committee
The Audit Committee of the Board consists of Two Independent and One 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 thereunder.
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, 2023:-
| 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 3 (three) Meetings of the Audit Committee of the Board of Directors held
during the Financial Year 2022-23, (i.e. January 24, 2023, July 21, 2022 and May 27,
2022).
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 2022-23, 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.
29. 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 thereunder, 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, 2023:-
| 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 of
Directors held during the Financial Year 2022-23 (i.e., on May 27, 2022).
30. 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 2022-23:-
| 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 2022-23, 4 (Four) Meeting of the Stakeholders' Relationship
Committee was held, i.e., 20th April 2022, 12th July 2022, 06th
October 2022 and 19th January 2022.
31. Secretarial Standards
In terms of clause no. 9 of revised SS-I (Revised Secretarial Standards on Meeting of
Board of Directors effective from 01.10.2017), your directors state that the Company has
been compliant of applicable Secretarial Standards during the year under review.
32. No application/ proceeding under IBC
Neither any application is made, nor any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has
no information to offer in this regard.
33. Acknowledgements
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 |
For and on behalf of the Board |
| Date: June 30, 2023 |
For, Vivanza Biosciences Limited |
|
Sd/- Sd/- |
| Mehta J. A. |
Parikh H. A. |
| Managing Director |
Director |
| DIN: 08210602 |
DIN:00027820 |
ANNEXURE – A TO THE DIRECTORS REPORT
FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. FOREIGN EXCHANGE EARNINGS AND OUT GO:
|
2022-23 |
2021-22 |
| Foreign Exchange Earning |
61,64,552.91 |
Nil |
| Foreign Exchange out go |
Nil |
Nil |
| Place: Ahmedabad |
For and on behalf of the Board |
| Date: June 30, 2023 |
For, Vivanza Biosciences Limited |
|
Sd/- Sd/- |
| Mehta J. A. |
Parikh H. A. |
| Managing Director |
Director |
| DIN: 08210602 |
DIN:00027820 |
ANNEXURE – B TO THE DIRECTORS REPORT
NON APPLICABILITY OF SUBMISSION OF REPORT ON CORPORATE GOVERNANCE AS PER EXEMPTION
GIVEN IN REGULATION 15(2)(A) OF CHAPTER IV OF SEBI (LODR) REGULATIONS, 2015
To the Members of the VIVANZA BIOSCIENCES LIMITED
This is to certify that in order to comply with SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, read with, Regulation 15(2)(a)of Chapter IV of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Paid up
capital of the Company Vivanza Biosciences Limited is not exceeding Rs. 10 Crores i.e. Rs.
4,00,00,000/- (Rupees Four Crore only) and the Net-worth is less than Rs. 25 Crores i.e.
Rs. 3,82,88,279/- (Rupees Three Crore Eighty Two Lacs Eighty Eight Thousand Two Hundred
Seventy Nine only) as on the last day of the previous financial year i.e. 31st
March, 2022. Therefore it is not required to submit Report on Corporate Governance.
| Place : Ahmedabad |
For and on behalf of the Board |
| Date : June 30, 2022 |
For, Vivanza Bioscience Limited |
|
Sd/- |
Mehta J.A. Managing Director DIN:08210602
ANNEXURE - C TO THE DIRECTOR'S REPORT
Disclosures under Para A of Schedule V of Listing Regulations
| Sr. No. |
Disclosure of loans / advances / investments / Outstanding during the year |
As at 31st March, 2023 |
Maximum amount during the year |
| 1 |
Loans and Advances in the nature of loans to subsidiary |
16,59,928.18 |
-- |
| 2 |
Loans and Advances in the nature of loans to associate |
15,00,000.00 |
-- |
| 3 |
Loans and Advances in the nature of loans to firms / companies in which directors are
interested |
1,90,68,447.00 |
-- |
For details of transactions of the Company with the person or entity belonging to the
promoter/promoter group which hold(s) 10% or more shareholding in the Company, if any,
kindly refer to "Related Party Transaction" provided in notes to financial
statements.
| Place: Ahmedabad |
For and on behalf of the Board |
| Date: June 30, 2023 |
For, Vivanza Biosciences Limited |
|
Sd/- |
Mehta J. A.
Managing Director
DIN: 08210602
ANNEXURE-D TO THE DIRECTORS REPORT
1. Details pertaining to remuneration as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) 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 2022-23 and the ratio of the remuneration of
each Director to the median remuneration of the employees of the Company for the Financial
Year 2022-23 is as under:
(Rs. In Lacs)
| Sr. No. |
Name of Director/KMP and its Designation |
Designation of Director/KMP |
Remuneration to the Director/KMP for the Financial Year 2021-22 |
Percentage increase/decrease in remuneration in the Financial Year 2021-22 |
Ratio of Remuneration of each Director to the Median Remuneration of Employees |
| 1 |
Mr. Bhatt G. B. |
Managing Director |
4.8 |
2.82% |
1.09:1 |
| 2. |
Bhatt J. R. |
Chief Financial Officer |
3.15 |
1.02% |
0.68:1 |
| 3. |
Bhojwani A.G. |
Company Secretary |
4.57 |
- |
1.1:1 |
*Remuneration mentioned above is from 27th May, 2022 due to appointment. For
this purpose, sitting fees paid to the Non Executive Independent director has not been
considered as remuneration.
I. Median Remuneration of Employees (MRE) of the Company is Rs. 4,63,200/- for the
Financial Year 2022-23. There was 2% percent increase in the remuneration during the year.
II. The number of permanent employees on the rolls of the Company is Five for the year
ended 31st March, 2023. III. Average percentage increase made in the salaries
of employees other than the managerial personnel in the last Financial Year was Nil.
Average percentage increase made in the salary of the managerial personnel in the last
Financial Year was Nil.
IV. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
of the Company.
2. There were no employees covered under rule 5(2) of the Companies (Appointment
and Remuneration) Rules, 2014.
| Place: Ahmedabad |
For and on behalf of the Board |
| Date: June 30, 2023 |
For, Vivanza Biosciences Limited |
|
Sd/- Sd/- |
Mehta J. A. Parikh
H. A. Managing Director Director
DIN: 08210602 DIN:00027820
|