The Board of Directors is pleased to present its 15th Annual Report on the business and operations of VivaaTradecom Limited ("the Company") and the Standalone Audited Financial Statements for the Financial Year ended31st March, 2025.
FINANCIAL HIGHLIGHTS:
Particulars
For the year ended
on 31st March, 2025
on 31st March, 2024
Revenue from Trading
28750.48
19,840.56
Other Income
0.81
6.59
Total Income
28751.29
19,847.15
Less: Operating and Administrative Expenses
28638.50
19,742.39
Profit before Depreciation, Extraordinary/ Exceptional Items
112.79
104.76
and
Taxes
Less: Depreciation and Amortization
9.03
10.29
Less: Extraordinary/Exceptional Items
-
Profit before Tax (PBT)
103.79
94.47
Less: Taxes (including deferred tax)
27.74
24.38
Profit after Tax (PAT)
76.02
70.09
Earnings Per Equity Share (Basic and Diluted)
1.93
2.25
HIGHLIGHTS OF PERFORMANCE & STATE OF THE COMPANY'S AFFAIRS:
During the year under review, the Company has earned Total Income of Rs. 28,751.29/- Lakhs as compared to Rs.19,847.15/- Lakhs in the previous year and incurred Expenses of Rs.28647.53/- Lakhs as compared to Rs. 19,752.68/-Lakhs in the previous year.
The Company has earned Profit of Rs.76.02/- Lakhs which is more than the profit of the previous year which was Rs.70.09/- Lakhs. The Company has attained organic growth by virtue of its offering quality and range wide fabrics andgarments, catering to international as well as domestic markets.
With a view to provide a cushion for any financial contingencies in the future and to strengthen the financialposition of the Company, your Directors have decided not to recommend any dividend for the period under review.
During the year, the Board of your Company has not appropriated / transferred any amount to any reserve.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("theAct") and the Companies (Acceptance of Deposits) Rules, 2014. However, as on 31st March, 2025, the Company hasloan from a Director and in relation to this loan, the Company has received a declaration that the amount is notbeing given out of funds acquired by him by borrowing or accepting loans or deposits from others.
During the year, there was change in the Authorised Share Capital of the Company. The Authorised Share Capital ofthe Company increase from Rs.5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) EquityShares of Rs.10/- (Rupees Ten only) each to Rs.8,00,00,000/- (Rupees Eight Crore only) divided into 80,00,000 (EightyLakh) Equity Shares of Rs.10/- (Rupees Ten only) and Paid-up Capital of Rs.3,93,75,000/- listed on the SME Platformof BSE Limited.
The Company has not issued any Equity Shares with differential rights during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
No Bonus Shares were issued during the year review.
During the year there is no employee stock option scheme approved.
During the Year under review, the Company was not required to transfer the equity shares/unclaimeddividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act.
There were no outstanding shares lying in the demat suspense account/ unclaimed suspense account andtherefore, disclosure relating to the same is not applicable.
The Company does not have any Subsidiary, Associate, Joint Venture or Holding Company during the year underreview.
During the period under review, the Company has altered its Memorandum of Association (MOA) pursuant to theprovisions of the Companies Act, 2013. The alteration was approved by the shareholders at the Annual GeneralMeeting held on 30th September, 2024, to include additional main objects other than the textiles business, therebyenabling the Company to explore and undertake new business opportunities in line with its long-term growthstrategy.
The revised MOA reflects the Company's intent to diversify and expand into other areas of business, subject tonecessary regulatory approvals, as may be required.
The information on conservation of energy technology absorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, isannexed to this Report as Annexure- A.
The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to theListing Regulations, forms part of this Report as Annexure-B.
A statement containing the names and other particulars of employees in accordance with the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is appended as Annexure-C to this Report.
No employee has received remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2023-24.
Details of Directors and Key Managerial Personnel (KMPs) as on 31st March, 2025 are as follows:
DIN
Name
Designation
03279695
Mr. Miteshbhai Jayantilal Adani
Chairman & Managing Director- KMP
01923253
Mrs. Sangitaben Niranjankumar Jain
Non-executive Woman Director
07424417
Mr. Narayansinh Chauhan
Non-executive and Independent Director
10083476
Mrs. Shwetaben Arvindbhai Saparia
Mr. Jaikishan Lalchand Sajnani
Chief Financial Officer (CFO)- KMP
Mrs. Deepti Thepadia*
Company Secretary & Compliance Officer (CS)- KMP
* Mrs. Deepti Thepadia appointed w.e.f. 17th October, 2024 as Company Secretary & Compliance Officer
In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertiseincluding the proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies(Accounts) Rules, 2014.
During the Year under review, there were no changes took place in the Board composition and KMPs except Mrs.Swati Jigar Jain has resigned w.e.f. 30th July, 2024 and Mrs. Deepti Thepadia appointed as Company Secretary &Compliance Officer w.e.f 17th October, 2024
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment andQualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mrs. SangitabenNiranjankumar Jain (DIN: 01923253), Non-Executive Woman Director, retires by rotation at the ensuing AGM andbeing eligible, offers herself for re-appointment.
Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual GeneralMeeting. The brief resume of Mrs. Sangitaben Niranjankumar Jain (DIN: 01923253), Non-Executive Woman Directorand other related information has been detailed in the Annual Report.
The Board recommends the re-appointment of Mrs. Sangitaben Niranjankumar Jain (DIN: 01923253), in the ensuing_AGM.
The Company has received declarations from the Independent Directors of the Company that they meet with thecriteria of independence as prescribed under the Section 149(6) of the Act or other applicable provisions, if any, andthere has been no change in the circumstances which may affect their status as Independent Director during theyear and they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of theAct.
Disclosure by Directors:-
The Directors on the Board have submitted requisite Disclosure under Section 184(1) of the Act, declaration of non¬disqualification under Section 164(2) of the Act and Declaration as to compliance with the Code of Conduct of theCompany.
MEETINGS OF THE BOARD OF DIRECTORS:
During the Year under review, 6 (Six) Board Meetings were held. The intervening gap between 2 Meetings was notmore than 120 days. The details of Meetings and attendance of each Director at those Meetings during the year areas under:
Sr. No.
Date on which Meetings ofBoard of Directors were held
Total Strength ofthe Board
No. of DirectorsPresent
1.
28/05/2024
4
2.
05/09/2024
3.
17/10/2024
4.
14/11/2024
5.
20/12/2024
3
6.
27/02/2025
Attendance of Directors at the Board Meetings:-
Name of Directors
No. of MeetingsHeld
No. of
Meetings
Attended
6
5
COMMITTEES OF THE BOARD OF DIRECTORS:
The following Statutory Committees have been constituted by the Board of Directors of the Company:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
1. Audit Committee:-
The Company has constituted the Audit Committee as per the applicable provisions of the Section 177 of the Actread with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the applicableprovisions of the Listing Regulations. The Audit Committee comprises following members:
Designation in theCommittee
Nature of Directorship
Chairperson
Non-executive Independent Director
Member
Executive Director (Managing Director)
The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairperson of theAudit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to theshareholders in any matter relating to financial statements.
Terms of Reference of the Audit Committee:-
The scope and function of the Audit Committee and its terms of reference shall include the following:-
1. The recommendation for the appointment, re-appointment and, if required, the replacement or removal ofthe statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of theCompany;
2. Review and monitor the auditors' independence and performance, and effectiveness of audit process;
3. Examination of financial statement and auditors' report thereon including interim financial result beforesubmission to the Board of Directors for approval, particularly with respect to;
a. Changes, if any, in accounting policies and practices and reasons for the same,
b. Major accounting entries involving estimates based on the exercise of judgment by management,
c. Significant adjustments made in the financial statements arising out of audit findings,
d. Compliance with listing and other legal requirements relating to financial statements,
e. Disclosure of any related party transactions,
f. Modified opinion(s) / Qualifications in the draft audit report.
4. Approval or any subsequent modification of transactions of the Company with related party, subject followingconditions;
> The Audit Committee may make omnibus approval for related party transactions proposed to be enteredin to by the Company subject to such conditions provided under the Companies Act, 2013 or anysubsequent modification(s) or amendment(s) thereof;
> In case of transaction, other than transactions referred to in Section 188 of Companies Act, 2013 or anysubsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve thetransaction, it shall make its recommendations to the Board;
> In case any transaction involving any amount not exceeding one crore rupees is entered into by a directoror officer of the company without obtaining the approval of the Audit Committee and it is not ratified bythe Audit Committee within three months from the date of the transaction, such transaction shall bevoidable at the option of the Audit Committee;
5. Reviewing, with the management, and monitoring the statement of uses / application of funds raisedthrough an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized forpurposes other than those stated in the offer document/ prospectus, and making appropriaterecommendations to the Board to take up steps in this matter;
6. Scrutiny of inter-corporate loans and investments;
7. Reviewing and discussing the findings of any internal investigations by the internal auditors into matters wherethere is suspected fraud or irregularity or a failure of internal control systems of a material nature andreporting the matter to the board;
8. To review the functioning of the Whistle Blower mechanism, in case the same is existing;
9. Valuation of undertakings or assets of the company, where ever it is necessary;
10. Evaluation of internal financial controls and risk management systems and reviewing, with the management,performance ofinternal auditors, and adequacy of the internal control systems; and
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors;
12. To monitor the end use of fund invested or given by the Company to Subsidiary Companies;
Powers of the Audit Committee:-
The audit committee shall have the powers, which should include the following:
1. To investigate any activity within its terms of reference;
2. To seek information from any employees;
3. To obtain outside legal or other professional advice;
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
5. Call for the comments of the auditors about internal control systems, the scope of audit, including theobservations of the auditors and review of financial statement before their submission to the Board and mayalso discuss any related issues with the internal and statutory auditors and the management of the company.
6. To investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of theCompanies Act, 2013 or referred to it by the Board and for this purpose shall have power to obtain professionaladvice from external sources and have full access to information contained in the records of the company.
Review of Information by the Audit Committee:-
The audit committee shall mandatorily review the following information:
1. Statement of significant related party transactions (as defined by the audit committee), submitted bymanagement;
2. Management letters / letters of internal control weaknesses issued by the statutory auditors;
3. Internal audit reports relating to internal control weaknesses;
4. The appointment, removal and terms of remuneration of the Internal Auditor
5. Quarterly / half yearly statement of deviation(s), if applicable, submitted to stock exchange(s) in terms ofRegulation 32(1);
6. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus.
Meetings and Attendance of the Audit Committee:-
Date on whichMeetings wereheld
Total Strength ofthe Committee
No. ofMembersPresent
Meetings Attended by
Mrs. Shwetaben Arvindbhai Saparia,Mr. Narayansinh Chauhan, andMr. Miteshbhai Jayantilal Adani
2. Nomination and Remuneration Committee:-
The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Act read with theCompanies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the applicable provisions ofthe Listing Regulations. The Nomination and Remuneration Committee comprises the following members:
Non-executive Director
The Company Secretary of our Company shall act as a Secretary of the Nomination and Remuneration Committee.Terms of Reference of the Nomination and Remuneration Committee:-
The scope and function of the Nomination and Remuneration Committee and its terms of reference shall include thefollowing:-
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a directorand recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personneland other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Identifying persons who are qualified to become Directors and who may be appointed in senior managementin accordance with the criteria laid down, and recommend to the Board of Directors their appointment andremoval and shall carry out evaluation of every Director's performance. The Company shall disclose theRemuneration Policy and the evaluation criteria in its Annual Report;
4. To specify the manner for effective evaluation of performance of Board, its Committees and individualDirectors to be carried out either by the Board, by the Nomination and Remuneration Committee or by anindependent external agency and review its implementation and compliance;
5. To attend to any other responsibility as may be entrusted by the Board within the terms of reference.
Meetings and Attendance of the Nomination and Remuneration Committee:-
Sr.
No.
Mrs. Shwetaben Arvindbhai Saparia,Mr. Narayansinh Chauhan andMrs. Sangitaben Niranjankumar Jain
Nomination and Remuneration Policy:-
The Policy of the Company on Directors' appointment and remuneration, including criteria for determiningqualifications, positive attributes, independence of a director and other matters provided under Section 178(3) ofthe Act, adopted by the Committee and available on the website of the Company athttps://www.vivaatrade.com/policies-and-codes/#policies. Salient features of the Policy dealing with nominationand remuneration are as under:
1. Objective and Purpose of the Policy-
The objective and purpose of this Policy are:
• To lay down criteria and terms and conditions with regard to identifying persons who are qualified tobecome Directors (Executive and Non-Executive) and persons who may be appointed in SeniorManagement and Key Managerial positions and to determine their remuneration.
• To determine remuneration based on the Company's size and financial position and trends and practiceson remuneration prevailing in peer companies.
• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior ManagementPersonnel.
• To provide them reward linked directly to their effort, performance, dedication and achievement relatingto the Company's operations.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerialpersons and create competitive advantage.
2. Applicability-
The Policy is applicable to-
• Directors (Executive and Non-Executive)
• Key Managerial Personnel
• Senior Management Personnel
3. General-
This Policy is divided in three parts-
Part - A covers the matters to be dealt with and recommended by the Committee to the Board,
Part - B covers the appointment and nomination andPart - C covers remuneration and perquisites etc.
3. Stakeholders Relationship Committee:-
The Company has formed the Stakeholders Relationship Committee as per Section 178 of the Act read with theCompanies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the applicable provisions ofthe Listing Regulations. The Stakeholders Relationship Committee comprises the following members:
Committee
in the
The Company Secretary of our Company shall act as a Secretary of the Stakeholders Relationship Committee.
Terms of Reference of the Stakeholders Relationship Committee:-
This Committee will address all grievances of Shareholders and Investors in compliance of the provisions of Section
178(5) of the Act and its terms of reference include the following:
1. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report,transfer of Equity Shares;
2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
3. Allotment of shares, monitoring and approving transfers, transmissions, dematerialization, rematerialization,splitting and consolidation of Equity Shares and other securities issued by our Company, including review ofcases for refusal of transfer/ transmission of shares and debentures;
4. Reference to statutory and regulatory authorities regarding investor grievances;
5. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;
6. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers;and
7. Carrying out any other function contained in the Listing Regulations as and when amended from time to time.
Meetings and Attendance of the Stakeholders Relationship Committee:-
Mrs. Shwetaben Arvindbhai Saparia,Mr. Narayansinh Chauhan andMr. Sangitaben Niranjankumar Jain
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
The Independent Directors of your Company, in a separate meeting held on 27th February, 2025, inter alia,discussed the following:
> Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole;
> Reviewed the performance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non- executive Directors; and
> Assessed the quality, quantity and timelines of flow of information between the Company, management and theBoard that is necessary for the Board to effectively and reasonable perform their duties.
All Independent Directors of the Company were present at the Meeting.
In terms of the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules,2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors ofthe Company; and the Board of Directors has carried out the annual evaluation of the performance of the Board andits Committees and Independent Directors. Further, Independent Directors also reviewed the performance of theNon-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet forevaluation of Board, Committees and Directors/Chairman were circulated to the respective meetings of the Board,Nomination and Remuneration Committee and Independent Directors Separate Meeting.
The performance of the Board is evaluated based on composition of the Board, its Committees, performance ofduties and obligations, governance issues etc. The performance of the Committees is evaluated based on adequacyof terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetingsetc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code ofconduct, participation in board meetings, implementing corporate governance practices etc.
The Independent Directors are evaluated based on their participation and contribution, commitment, effectivedeployment of knowledge and expertise, effective management of relationship with stakeholders, integrity andmaintenance of confidentiality and independence of behaviour and judgement.
The Directors' Performance Evaluation Policy is also disclosed on the website of the Company,https://www.vivaatrade.com/policies-and-codes/#policies.
At the 13th Annual General Meeting ("AGM") of the Company held on 30th September, 2023, M/s. Shreekant S. Shah& Co., Chartered Accountants, having FRN: 110177W, was appointed as the Statutory Auditors of the Company for aterm of 5 years, to hold office till the conclusion of the 18th AGM of the Company.
The Notes to the Financial Statements referred in the Auditors' Report are self-explanatory and therefore do not callfor any comments under Section 134 of the Act. The Report given by the Statutory Auditors on the FinancialStatements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverseremark or disclaimer given by the Statutory Auditors in their Report.
During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of theCompany, its officers or employees under Section 143(12) of the Act.
M/s. RPSS & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Companyfor the Financial Year 2024-25, as required under Section 204 of the Act and Rules made thereunder. The SecretarialAudit Report in Form MR-3 for the Year ended 31st March, 2025 forms part of this Report as Annexure-D.
There are no qualifications or reservations or adverse remarks or disclaimer in the said Secretarial Audit Report.
The Board of Directors has appointed M/s. S. Mandawat & Co. (FRN: 118330W) as an Internal Auditor of yourCompany for the Financial Year 2024-25. Findings of the Internal Auditor were satisfactory. As per the Report of theInternal Auditor, there exist a proper internal checks and controls in the Company.
The provisions of Section 148 of the Act and rules thereof are not applicable to the Company. Hence, theappointment of the Cost Auditor is not required.
The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are disclosedin the notes attached to and forming part of the Financial Statements of the Company, prepared for the FinancialYear ended 31st March, 2025.
There have been no material changes and commitments, affecting the financial position of the Company betweenthe end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.
The Company has in place proper system of internal financial control which is commensurate with size and nature ofbusiness. The Company has an Audit Committee headed by the Independent Director, inter-alia, to overseecompany's financial reporting process, disclosure of financial information, and reviewing the performance ofstatutory and internal auditors with management.
ANNUAL RETURN AS PER SECTION 92(3) OF THE ACT:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 will beavailable on the Company's website, https://www.vivaatrade.com/financial/annual-return.
RELATED PARTY TRANSACTIONS:
In compliance with the Act and the Listing Regulations, the Company has formulated a Policy on Related PartyTransactions (RPTs) and manner of dealing with RPTs. The updated Policy can be accessed on the Company'swebsite, https://www.vivaatrade.com/policies-and-codes/#policies.
During the year under review, there were no related party transactions entered into by the Company. Hence, theparticulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, pursuant to theprovisions of Section of 134(3)(h) of the Act are not enclosed with this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
In order to comply with provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 and rules framed thereunder, the Company has formulated and implemented a Policy onprevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. Allwomen employees permanent, temporary or contractual are covered under the above Policy. As per therequirement of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal ComplaintsCommittees as per requirement of this Act which are responsible for redressal of complaints relating to sexualharassment against woman at workplace. The Policy has been uploaded on the website of the Company athttps://www.vivaatrade.com/policies-and-codes/#policies.
During the year under review, there was no incidence/complaint reported under the said Act.
RISK MANAGEMENT:
The Company has established a well-defined process of risk management, wherein the identification, analysis andassessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigationstrategy and implementation of the same takes place in a structured manner. Though the various risks associatedwith the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on theoperations of the Company. Necessary internal control systems are also put in place by the Company on variousactivities across the board to ensure that business operations are directed towards attaining the statedorganizational objectives with optimum utilization of the resources. The company has developed and implementedrisk management policy. Company has an effective risk management system to keep track of business andoperational hazards. All major functions and divisions are responsible for independently monitoring risks in theirrespective areas of operations. The risk management process is overseen by the Company’s board of directors.
The Company, through its risk management process, aims to contain the risks within its appetite. There are no riskswhich in the opinion of the Board threaten the existence of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, theBoard of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section177(10) of the Act and the applicable provisions of the Listing Regulations. Employees can raise any suspected oractual violations to the Code of Conduct. Specifically, employees can raise concerns regarding any discrimination,harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by oragainst your Company. The Company has also provided direct access to the Chairman of the Audit Committee onreporting issues concerning the interests of employees and the Company. The Board has approved the Policy forVigil Mechanism which is available on the website of the Company at https://www.vivaatrade.com/policies-and-codes/#policies
During the year under review, there was no incidence/case reported under the above provisions.
PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016:
There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code,2016 which materially impact the business of the Company.
CORPORATE GOVERNANCE:
The Company adheres to the best Corporate Governance practices and always works in the best interest of itsstakeholders. The Company has incorporated the appropriate standards for corporate governance.
Further, the Company is listed on SME Platform of BSE Limited and as such pursuant to Regulation 15(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 (CorporateGovernance Provisions) of the Listing Regulations are not applicable to the Company.
Your Company also undertakes that whenever these regulations become applicable to our Company at a later date,the Company will comply with the requirements of the above regulations within the timelines prescribed underthese regulations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There was no material order passed by Regulators/ Courts/ Tribunals during the year under review impacting thegoing concern status and company's operations in future.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company doesnot fall under the criteria/ limits mentioned in the said Section of the Act.
SECRETARIAL STANDARD COMPLIANCE:
During the year under review, the Company has complied with all applicable Secretarial Standards issued byInstitute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118 ofthe Act.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state thefollowing:
a) That in the preparation of the annual financial statements for the year ended 31st March, 2025, the applicableaccounting standards have been followed along with proper explanation relating to material departures, if any;
b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected andapplied consistently and judgments and estimates have been made that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of theCompany for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial controls were in place and that the financial controls were adequate and wereoperating effectively;
f) Those systems to ensure compliance with the provisions of all applicable laws were in place and were adequateand operating effectively.
ACKNOWLEDGMENT:
Your Directors wish to place on record their appreciation to the devoted services of the workers, staff and theofficers who largely contributed to the efficient management of the Company. The Directors place on record theirappreciation for the continued support of the shareholders of the Company. The Directors also take this opportunityto express their grateful appreciation for assistance and cooperation received from the bankers, vendors andstakeholders, business associates, who have extended their valuable sustained support and encouragement duringthe year under review.
By Order of the Board of Directors
Date: 4th july, 2025 For, Vivaa Tradecom Limited
Place: Ahmedabad
sd/-
Registered Office:- Miteshbhai Jayantilal Adam
17, Pirana Piplej Road, Saijpur (Chairman & IM^ging Oirector)
(Gopalpur), Piplej, Ahmedabad- DIN: 03279695
382405, Gujarat, India
E-mail ID: cs@vivaatrade.com
Website: www.vivaatrade.com