To,
The Members,
Vivanza Bioscience Limited
Your Directors have pleasure in presenting their 43rd Annual Report on the
business and operations of the Company and the Audited Accounts for the Financial Year
ended 31st March, 2025.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
(`Rs.in Lacs)
|
Standalone |
Consolidated |
| Particulars |
Year ended 31/03/2025 |
Year ended 31/03/2024 |
Year ended 31/03/2025 |
Year ended 31/03/2024 |
| I. Total Revenue |
297.74 |
1446.73 |
748.48 |
2788.91 |
| II. Total Expenditure |
367.10 |
(1403.84) |
815.05 |
(2719.39) |
| III. Profit/(Loss) Before Tax (I-II) |
(69.36) |
42.89 |
(66.57) |
69.52 |
| IV. Provision for Taxation |
0.15 |
11.15 |
0.84 |
14.79 |
| V. Profit/(Loss) After Tax |
(69.51) |
31.74 |
(67.41) |
54.73 |
| (III-IV) |
|
|
|
|
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
During the year under review, the Company has earned revenue of Rs. 297.74 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.2,03,752 as compared to
Rs.71,54,404 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 4,00,00,000equity shares of Rs.1/- each. The paid up share capital of the
company as on March 31, 2025is Rs. 4,00,00,000/- divided into 4,00,00,000 equity shares of
Rs.1/- each.
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
No Material changes have occurred during the year which shall affect the Financial
position of the Company.
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". The information on the financial statement of
Subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section
(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 are given in Annexure-A
in Form No. AOC-1.
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
The annual return of the Company as required under section 92(3) and section 134 (3)
(a) of the Companies Act, 2013 will be made available on the website of the Company at
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-B.
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
43rdAnnual General Meeting held on September 01, 2025.
Ms. Rina Kumari has been appointed as Non-Executive Independent Director w.e.f.
30.04.2025.
Mr. Hitesh Rijwani was appointed as an Additional Director to hold office upto next
Annual General Meeting in capacity of Non-Executive Independent Director w.e.f. 12th May
2025 for the period of five years subject to approval of members. Requisites resolutions
are being proposed for your approval at ensuing Annual General Meeting.
Ms. Apeksha Vyas has resigned from the position of Non-Executive Independent Director
w.e.f. 30.04.2024.
Mr. Sunil Shah has resigned from the position of Non-Executive Independent Director
w.e.f. 30.04.2024.
Mr. Aagam Shah has resigned from the position of Non- Executive Independent Director
w.e.f. 11.03.2025.
Mr. Avinash Bhojwani has resigned from the position of Company Secretary and Compliance
Officer w.e.f. 28.02.2025.
Ms. Siddhi Shah has been appointed as Company Secretary and Compliance Officer w.e.f
20.03.2025.
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
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
structured questionnaire was prepared after taking into consideration of the various
aspects of the Board's functioning, Composition of the Board and Committees, culture,
execution and performance of specific duties, obligation and governance. The performance
evaluation of the Independent Directors was completed.
During the financial year under review, the Independent Directors met on 30thApril,
2024interalia, to discuss: • Performance evaluation of Non-Independent Directors and
Board of Directors as a whole; • Performance evaluation of the Chairman of the
Company; • Evaluation of the quality of flow of information between the Management
and Board for effective performance by the Board. The Board of Directors expressed their
satisfaction with the evaluation process.
E. Policy on Director's Appointment and Remuneration
The Company has a Nomination and Remuneration Committee. The Committee reviews and
recommend to the Board of Directors about remuneration for Directors and Key Managerial
Personnel and other employee up to one level below of Key Managerial Personnel. The
Company does not pay any remuneration to the Non-Executive Directors of the Company other
than sitting fee for attending the Meetings of the Board of Directors and Committees of
the Board. Remuneration to Executive Directors is governed under the relevant provisions
of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment,
reappointment and remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel. All the appointment, re-appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management Personnel are as per the Nomination and
Remuneration Policy of the company.
16. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During
this year, Six Board and five 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 established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of Whistle Blower who avails of such mechanism and also provides for direct access to the
Chairman of the Audit Committee, in exceptional cases.
The functioning of vigil mechanism is reviewed by the Audit Committee from time to
time. None of the Whistle blowers has been denied access to the Audit Committee of the
Board. The Whistle Blower Policy of the Company is available on the website of the Company
www.vivanzabiosciences.com.
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 7 and Note 16 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 respectively.
• Explanation or Comments on disqualifications, reservations, adverse remarks or
disclaimers in the Auditor's Reports;
Neither the Statutory Auditors nor the Secretarial Auditors of the Company in their
respective draft reports, have made any qualifications, reservations, adverse remarks or
disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.
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. Annexure
– F.
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-G.
24. Risk management
The Company is aware of the risks associated with the business. It regularly analyses
and takes corrective actions for managing/mitigating the same.
The Company has framed a formal Risk Management Framework for risk assessment and risk
minimization which is periodically reviewed to ensure smooth operation and effective
management control. The Audit Committee also reviews the adequacy of the risk management
framework of the Company, the key risks associated with the business and measure and steps
in place to minimize the same.
25. Directors' Responsibility Statement
As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013,
Directors subscribe to the "Directors' Responsibility Statement", and confirm
that:
a) In preparation of annual accounts for the year ended 31st March, 2025, the
applicable accounting standards have been followed and that no material departures have
been made from the same;
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 at the end of the financial year and of
the profit or loss of the Company for that year;
c) The Directors had 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;
d) The Directors had prepared the annual accounts for the year ended 31st March, 2025
on going concern basis. e) The Directors had laid down the internal financial controls to
be followed by the Company and that such Internal Financial Controls are adequate and were
operating effectively; and
f) 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 constituted Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the company
has complied with provisions of the same.
There were no incidences of sexual harassment reported during the year under review, in
terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
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, 2025:-
| Name |
Designation |
Category |
| Mr. Aagam Shah |
Chairman |
Non-Executive, Independent Director |
| Ms. Rina Kumari |
Member |
Non-Executive, Independent Director |
| Mr. Jayendra Mehta |
Member |
Executive Director |
* Mr. Aagam Shah has been appointed as Non-Executive Indpendent Director w.e.f
30.04.2025
* Ms. Rina Kumari has been appointed as Non-Executive Independent Director w.e.f.
30.04.2025.
* Mr. Aagam Shah has resigned from the position of Non- Executive Independent Director
w.e.f. 11.03.2025.
There were 5 (Five) Meetings of the Audit Committee of the Board of Directors held
during the Financial Year 2024-25, (i.e. 30thApril 2024, 5thJuly, 2024, 8thAugust, 2024,
17thOctober, 2024 and 31stJanuary, 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.
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, 2025:-
| Name |
Designation |
Category |
| Mr. Aagam Shah |
Chairman |
Non-Executive, Independent Director |
| Ms. Rina Kumari |
Member |
Non-Executive, Independent Director |
| Mr. Hemant Parikh |
Member |
Non-Executive Director |
* Mr. Aagam Shah has been appointed as Non-Executive Indpendent Director w.e.f
30.04.2025
* Ms. Rina Kumari has been appointed as Non-Executive Independent Director w.e.f.
30.04.2025.
* Mr. Aagam Shah has resigned from the position of Non- Executive Independent Director
w.e.f. 11.03.2025.
There was 4 (Four) Meetings of the Nomination and Remuneration Committee of the Board
of Directors held during the Financial Year 2024-25 (i.e., on 5thJuly, 2024, 31st
January,2025, 20th March,2025 and 30thApril,2025).
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 2024-25:-
| Name |
Designation |
Category |
| Mr. Aagam Shah |
Chairman |
Non-Executive, Independent Director |
| Ms. Rina Kumari |
Members |
Non-Executive, Independent Director |
| Mr. Jayendra Mehta |
Member |
Executive Director |
* Mr. Aagam Shah has been appointed as Non-Executive Indpendent Director w.e.f
30.04.2025
* Ms. Rina Kumari has been appointed as Non-Executive Independent Director w.e.f.
30.04.2025.
* Mr. Aagam Shah has resigned from the position of Non- Executive Independent Director
w.e.f. 11.03.2025.
During the Financial Year 2024-25, 4 (Four) Meeting of the Stakeholders' Relationship
Committee was held, i.e., on 4thJuly, 2024, 3rdOctober, 2024, 13thJanuary, 2025 and
02ndApril, 2025.
31. Secretarial Standards
Secretarial Standards for the Board of Directors and General Meetings (SS-1 & SS-2)
are applicable to the Company. The Company has complied with the provisions of both
Secretarial Standards.
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: September 01, 2025 |
For, Vivanza Biosciences Limited |
|
|
Sd/- |
Sd/- |
|
Mehta J. A. |
Parikh H. A. |
|
Managing Director |
Director |
|
DIN:08210602 |
DIN:00027820 |
|