To,
The Members,
Your Directors have pleasure in presenting their Report on the business and operations
of the Company and the accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS /PERFORMANCE OF THE COMPANY
The Board's Report is prepared based on the stand alone financial statements of the
company.
(Amount in Rs)
| PARTICULAR |
2022-23 |
2021-22 |
| Total Income for the year was |
9,39,42,933 |
23,08,16,330 |
| Operating & Administrative expenses |
4,90,24,220 |
17,88,92,489 |
| Net Profit/(Loss) Before Tax |
4,49,18,712 |
5,19,23,841 |
| Less: Provision For Tax |
15,50,000 |
50,30,000 |
| Deferred Tax |
0 |
0 |
| Profit/(Loss) After Tax |
4,33,68,712 |
4,68,93,841 |
2. OPERATION AND REVIEWS
Total Revenue from operation of the company is Rs. 9,39,42,93 3/- and the net profit
after tax is Rs. 4,33,68,712/- for the Financial year 2022-23.
3. DIVIDEND
The Board of directors of your company has not recommended any dividend for the
financial year ended on 31st March, 2023.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.
5. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General
Reserves account.
6. CHANGE IN THE NATURE OF THE BUSINESS
During the year there is no changes in the nature of the business of the company.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL
Following are the Director and Key Managerial Personnel of the company as on a date of
sign of this Report.
| Sr. No. |
Name of Directors/KMPs |
Designation |
| 1 |
Mr. Satishkumar Ramanlal Gajjar |
Managing Director |
| 2 |
Mrs. Geetaben Satishbhai Gajjar |
Whole time Director |
| 3 |
Mr. Dhaval Satishkumar Gajjar |
Non-Executive Director |
| 4 |
Mr. Satish Vadilal Sheth |
Non-Executive Independent Director |
| 5 |
*Mr. jaymin Rakeshkumar Shah |
Non-Executive Independent Director |
| 6 |
*Mr. Ayush Manishbhai Shah |
Non-Executive Independent Director |
| 7 |
Ms. Priti Jain |
Company Secretary |
| 8 |
Mr. Satishkumar Ramanlal Gajjar |
Chief Financial Officer |
• After the Closing of Financial year of the Company has appointed Mr. Jaymin
Rakeshkumar Shah (DIN: 10221501) and Mr. Ayush Manishbhai Shah (DIN: 10225078) as
Additional Directors (Non-Executive Independent) on the Board of the Company w.e.f. 08th
July 2023. The Board hereby recommends their appointment as Independent Directors. The
relevant details of them are given in the Explanatory Statement to the Notice convening
the Meeting
• Pursuant to the provisions of Section 152 ofthe Act, Mrs. Geetaben Satishbhai
Gajjar (DIN: 05254107), retires by rotation at the ensuing Annual General Meeting and
being eligible, has offered herself for re-appointment. The Board recommends his
re-appointment
• Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received
necessary declaration from each Independent Director confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
8. NUMBER OF BOARD MEETINGS
The Board of Directors met Five (5) times in respect of said meetings, proper notices
were given and proceedings were properly recorded and signed in the Minute Book maintained
for the purpose.
Board Meetings held during the Year
| Date on which the Board Meetings were held |
Total Strength of the Board |
No of directors present |
| 30-06-2022 |
5 |
5 |
| 07-09-2022 |
5 |
5 |
| 12-11-2022 |
5 |
5 |
| 28-01-2023 |
5 |
5 |
| 14-03-2023 |
5 |
5 |
The gap between two Board Meetings was within the maximum time gap prescribed under the
Act and the Listing Regulations. The requisite quorum was present in all the meetings.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015
The Board evaluated the effectiveness of its functioning and that of the Committees and of
individual directors by seeking their inputs on various aspects of Board/Committee. The
evaluation covered functioning and composition of the Board and its committees,
understanding of the roles and responsibilities, experience, competencies, participation
at the Board and Committee meetings, corporate governance practices etc.
Evaluation of the Board and its compositions was carried out through a defined process
covering the areas of the Boards functioning viz. composition of the Board and Committees,
understanding of roles and responsibilities, experience and competencies, contribution at
the meetings etc.
10. DECLARATION BY INDEPENDENT DIRECTORS
Declaration from all the independent directors has been received that they meet the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(l) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with explanation relating to material departures;
(if) The directors have 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/loss of the company for that period;
(iii) The directors have 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;
(iv) The directors have prepared the annual accounts on a going concern basis; and
(v) The directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(vi) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference to
Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of
the Company's internal financial controls relating to its financial statements. During the
year, such Controls were tested and no reportable material weakness was observed.
13. CHANGE IN CAPITAL SRIICTIIRE OF COMPANY
During the year under review, The Company has not made any changes in Capital Structure
of the Company.
14. MATERIAL CHANGES AND COMMITMENTS. IF ANY
There is no Material Change and Commitments During the Year.
15. EXTRACT OF THE ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website
of the Company at www.vividmercantile.com.
16. AUDITORS AND THEIR REPORT
• STATUTORY AUDITORS
The Company has appointed M/s. Bhagat & Co, Chartered Accountants (Firm
Registration No. 127250W) as Statutory Auditors of the Company as per the Provisions of
Section 139 of the Companies Act, 2013 for a period of Five Years and they will continue
to hold the office till the conclusion of AGM of the Company to be held in 2025-26.
The Company has received a confirmation from the Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office as Auditors of the
Company.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors
remarks in their report are self-explanatory and do not call for any further comments.
• SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/S Neelam Somani & Associates, Practicing Company Secretary (CP No.
12454) to undertake the Secretarial Audit of the Company for the FY 2022-23. The
Secretarial Audit Report for the FY 2022-23 is annexed to this Directors' Report herewith
as per "Annexure - A"..
• COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
17. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the period under review.
18. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not
developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable.
20. RISK MANAGEMENT POLICY
Your Company has established comprehensive Risk Management System to ensure that risks
to the Company's continued existence as a going concern and to its growth are identified
and addressed on timely basis. Report on Risk Management forms an integral part of this
Annual Report.
21. WHISTLE BLOWER POLICY
The Company promotes safe, ethical and compliant conduct of all its business activities
and has put in place a mechanism for reporting illegal or unethical behavior. The Company
has a Vigil Mechanism and Whistle-blower policy under which the employees are encouraged
to report violations of applicable laws and regulations and the Code of Conduct - without
fear of any retaliation.
22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT. 2013
During the year, the Company has not given any loan, guarantee or provided security in
connection with the loan to any other body corporate or person or made any investments
hence no particulars of the loans, guarantees or investments falling under the provisions
of Section 186 of the Companies Act, 2013 are provided by the Board.
23. RELATED PARTY TRANSACTIONS
During the year under review, contracts or arrangements entered into with the related
party, as defined under section 188 of the companies Act, 2013 were in ordinary course of
business and on arms' length basis. Details of the transactions pursuant to compliance of
section 134(3)(h) of the companies act, 2013 and rule 8(2) of the companies (Accounts)
Rule, 2014 are annexed herewith as per "Annexure - B".
However, there are no materially significant related party transactions made by the
company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the company at large.
24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no significant and material order was passed by regulators or courts or
tribunals impacting the going concern status and company's operations in future.
25. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Disclosures pertaining to conservation of energy, technology absorption and foreign
exchange earnings & outgo, were not applicable to the Company during the year under
review.
26. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP
COMMITTEE / SEXUAL HARASSMENT COMMITTEE
• Audit Committee
Constitution & Composition of Audit Committee:
The Company has formed the Audit Committee as per the applicable provisions of Section
177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as
amended) and also to comply with Regulation 18 of SEBI Listing Regulations. The
composition of the Committee and details of meetings attended by the members are given
below:
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Satish Vadilal Sheth |
Member |
Non-Executive- Independent Director |
4 |
4 |
| Umeshbhai Rasiklal Gor |
Chairperson |
Non-Executive- Independent Director |
4 |
4 |
| Satishkumar R. Gajjar |
Member |
Executive Director |
4 |
4 |
• Nomination and Remuneration Committee:
Constitution & Composition of Remuneration Committee:
Our Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing
Regulations (applicable upon listing of Company's Equity Share. The Nomination and
Remuneration Committee comprises the following members:
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Satish Vadilal Sheth |
Member |
Non-Executive Independent Director |
2 |
2 |
| Dhaval Satishkumar Gajjar |
Member |
Non-Executive Independent Director |
2 |
2 |
| Umeshbhai Rasiklal Gor |
Chairperson |
Non-Executive Independent Director |
2 |
2 |
The Policy of nomination and Remuneration committee has been place on the website of
the company at www.vividmercantile.com and the salient feature of the same has been
disclosed under "Annexure - C".
• Stakeholder's Relationship Committee:
Constitution & Composition of Stakeholders Relationship Committee:
Our Company has formed the Stakeholders Relationship Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing
Regulations (applicable upon listing of Company's equity shares) vide board resolution
dated May 30,2019.
The constituted Stakeholders Relationship Committee comprises the following members:
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Satish Vadilal Sheth |
Chairperson |
Non-Executive - Independent Director |
2 |
2 |
| Dhaval Satishkumar Gajjar |
Member |
Non-Executive - Non Independent Director |
2 |
2 |
| Satishkumar R. Gajjar |
Member |
Executive Director |
2 |
2 |
• Sexual Harassment Committee
Your Company has adopted a policy against sexual harassment in line with the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act,
2013 and the rules framed thereunder. The Company has constituted Committee for redressal
of complaints on sexual harassment. During the year, the Company had not received any
complaint on sexual harassment and no complaint was pending as on March 31, 2023. .
Constitution & Composition of Sexual Harassment Committee:
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Geetaben S. Gajjar |
Chairperson |
Executive Director |
1 |
1 |
| Dhaval Satishkumar Gajjar |
Member |
Non-Executive - Non Independent Director |
1 |
1 |
| Satishkumar R. Gajjar |
Member |
Executive Director |
1 |
1 |
27. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and analysis Report as Required under Regulation 34 and Schedule
V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the companies' current working and future
outlook.
28. CORPORATF GOVERNANCE
As per Regulation 15(2) of the Listing Regulations, duly Complied With the Company and
the Details of the Committee and Composition of Board and Other Relevant Information
already Mentioned in Annual Report.
29. PROCEEDINGS PRNDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE
There are no such proceedings or appeals pending and no application has been filed
under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end
of the financial year upto the date of this report.
30. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
During the year under review, the Company has availed loans from the Banks. However,
there was no instance of any one time settlement for reporting details vis-a-vis
Valuation.
31. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the continuous support
received from the Members, customers, suppliers, bankers, various statutory bodies of the
Government of India and the Company's employees at all levels.
| Date: 06.09.2023 |
By order of the board of directors of |
| Place: Ahmedabad |
Vivid Mercantile Limited |
|
Sd/- |
|
Satishkumar Ramanlal Gajjar |
|
Managing Director |
|
DIN:05254111 |
| Registered Office: |
|
| Basement, Medicare Centre, |
|
| B/h. MJ Liabrary, Opp. Stock exchange, |
|
| Ellisbridge Ahmedabad - 380006, Gujarat |
|
|