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 31,2024.
The Board's Report is prepared based on the stand alone financial statements of the company.
(Amount in Rsl
PARTICULAR
2023-24
2022-23
Total Income for the year was
28,32,76,000
9,39,42,933
Operating & Administrative expenses
13,39,01,000
4,90,24,220
Net Profit/(Loss) Before Tax
14,93,75,000
4,49,18,712
Less: Provision For Tax
1,95,000
15,50,000
Deferred Tax
95000
0
Profit/(Loss) After Tax
12,97,80,000
4,33,68,712
Total Revenue from operation of the company is Rs. 28,32,76,000/- and the net profit aftertax is Rs. 12,97,80,000/- for the Financial year 2023-24.
The Board of directors of your company has not recommended any dividend for the financial year ended on 31st March, 2024.
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.
During the year under review, the Company has not transferred any amount to General Reserves account.
During the year there is no changes in the nature of the business of the company.
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. Jaymin Rakeshkumar Shah
Non-Executive Independent Director
5
Mr. Ayush Manishbhai Shah
6
Ms. Priti Jain
Company Secretary
7
ChiefFinancial Officer
• Pursuant to the provisions of Section 152 of the Act, Mr. Dhaval Satishkumar Gajjar (DIN: 07772542), 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.
The Board of Directors met Nine (9) 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.
Date on which the Board Meetings were held
Total Strength of the Board
No. of Directors present
29.05.2023
08.07.2023
06.09.2023
07.10.2023
14.10.2023
01.01.2024
01.02.2024
13.02.2024
29.03.2024
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.
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.
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.
Pursuant to the requirement under Section 134(5) ofthe Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;
(ii) 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 ofthe profit/loss ofthe company for thatperiod;
(iif) 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
(vj 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.
(w) 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.
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.
There is no changes in the capital Structure ofthe company.
There is no Material Change and Commitments During the Year.
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 onthe website of the Company at www.vividmercantile.com.
The Company has appointed M/s. Aniket Goyal & Associates, Chartered Accountants (Firm Registration No. 02231c) 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 until the conclusion of 35th AGM to be held in Year2028-29.
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.
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 2023-24. The Secretarial Audit Report for the FY 2023-24 is annexed to this Directors’ Report herewith as per “Annexure — A”..
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.
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.
The Company does not have any Subsidiary, Joint venture or Associate Company.
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.
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.
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.
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.
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 ofthe company at large.
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.
Disclosures pertaining to conservation of energy, technology absorption and foreign exchange earnings & outgo, were not applicable to the Company during the year under review.
The Company has formed the Audit Committee as per the applicable provisions of Section 177 ofthe 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
-Category
No of Meeting Held during the period
Held
Attended
Satis h Vadilal Sheth
Member
Non-Executive-Independent Director
Umeshbhai Rasiklal Gor
Chairperson
Satishkumar R. Gajjar
Executive Director
*29.05.2023, 08.07.2023, 07.10.2023, 14.10.2023, 01.01.2024,13.02.2024, 29.03.2024
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:
Category
No of Meeting held during the Period
Satish Vadilal Sheth
Non-Executive
Independent
Director
Dhaval Satishkumar Gajjar
The Policy of nomination and Remuneration committee has been place on the website of the company at www.vividmercanti 1 e.com and the salient feature of the same has been disclosed under “Annexure — C".
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.
No of Meeting held
during
the Period
Dhaval Satishkumar
Non-Executive - Non
Gajjar
Independent Director
* 08.07.2023
• 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, 2024.
Constitution & Composition of Sexual Harassment Committee:
Geetaben S. Gajjar
Non-Executive -Non Independent Director
27. MANAGEMENT DISCUSSION AND ANAI.YSIS
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. CORPORATE GOVERNANCE
As per Regulation 15(2) of the Listing Regulations, duly Complied With the Company and the Details ofthe Committee and Composition ofBoard and Other Relevant Information already Mentioned in Annual Report.
PROCEEDINGS PENDING 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.
29. 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.
30. 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: 05.09.2024 For and on behalf of the Board
Place: Ahmedabad VIVID MERCANTILE LIMITED
Registered Office:
Basement, Medicare Centre,
Behind. M (Library,
Opp. Stock exchange, Sd/- Sd/-
Ellisbridge Ahmedabad — 3800006 Satishkumar Ramanlal Gajjar Geetaben Satishbhai Gajjar
Managing Director Whole Time Director
DIN-05254107 DIN:05254111