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Vivaa Tradecom Ltd. Change Name
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 19.59 Cr. P/BV 0.90 Book Value (Rs.) 55.37
52 Week High/Low (Rs.) 53/32 FV/ML 10/2000 P/E(X) 25.78
Bookclosure EPS (Rs.) 1.93 Div Yield (%) 0.00
Year End :2024-03 

The Board of Directors are pleased to present its 14th Annual Report on the business and operations of Vivaa Tradecom Limited
("the Company") and the Standalone Audited Financial Statements for the Financial Year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS:

(Rs. in I akhs)

Particulars

For the year ended
on 31st March, 2024

For the year ended
on 31st March, 2023

Revenue from Trading

19,840.56

13,401.72

Other Income

6.59

1.10

Total Income

19,847.15

13,402.82

Less: Operating and Administrative Expenses

19,742.39

13,341.82

Profit before Depreciation, Extraordinary/ Exceptional Items and
Taxes

104.76

61.00

Less: Depreciation and Amortization

10.29

19.32

Less: Extraordinary/Excep'onal Items

-

-

Profit before Tax (PBT)

94.47

41.68

Less: Taxes (including deferred tax)

24.38

11.65

Profit after Tax (PAT)

70.09

30.03

Earnings Per Equity Share (Basic and Diluted)

2.25

3.72

HIGHLIGHTS OF PERFORMANCE & STATE OF THE COMPANY'S AFFAIRS:

During the year under review, the Company has earned Total Income of Rs.19,847.15/- Lakhs as compared to Rs.13,402.82/-
Lakhs in the previous year and incurred Expenses of Rs.19,752.68/- Lakhs as compared to Rs.13,361.14/- Lakhs in the previous
year.

The Company has earned Profit of Rs.70.09/- Lakhs which is more than double to the profit of the previous year which was
Rs.30.03/- Lakhs. The Company has attained organic growth by virtue of it offering quality and range wide fabrics and garments,
catering to international as well as domestic markets.

INITIAL PUBLIC OFFER (IPO) AND LISTING AT THE BSE SME PLATFORM:

We are pleased to inform you that during the year under review, the Company made an Initial Public Offer (IPO) of 15,66,000
Equity Shares of Face Value of Rs.10/- each at a price of Rs.51/- per Share (including a Premium of Rs.41/- per Share). With your
valuable support and confidence in the Company and its Management, the IPO was subscribed and the and entire capital of
Rs.3,93,75,000/- was successfully listed on the SME Platform of BSE Limited on 12th October, 2023. We have paid the Annual
Listing Fees for the Year 2024-25 to BSE Limited, ensuring our continued listing and trading.

DIVIDEND:

Keeping in view the financial results and in order to conserve financial resources for the future prospect and growth of the
Company, your Directors do not recommend any dividend during the year under review.

TRANSFER TO RESERVES:

During the year, the Board of your Company has not appropriated / transferred any amount to any reserve.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the
Companies (Acceptance of Deposits) Rules, 2014. However, as on 31st March, 2024, the Company has loan from a Director and in
relation to this loan, the Company has received a declaration that the amount is not being given out of funds acquired by him by
borrowing or accepting loans or deposits from others.

SHARE CAPITAL:

During the year, there is no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company
is Rs.5,00,00,000/- divided into 50,00,000 Equity Shares of Rs.10/- each as on 31st March, 2024.

During the year under review, the Company has issued 15,66,000 Equity Shares of Face Value of Rs.10/- each at a price of Rs.51/-
per Share (including a Premium of Rs.41/- per Share) by way of Initial Public Offer (IPO) and get the entire Paid-up Capital of
Rs.3,93,75,000/- listed on the SME Platform of BSE Limited.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS ROSE FROM PUBIC ISSUE:

In the Financial Year 2023-24, your Company got listed on the SME Platform of BSE Limited, and 'll date, the Company has utilized
funds in the objects as stated in offer document and there were no deviations or variations in utilization of funds raised from the
public. Hence, the explanation for the variation in terms of Regulation 32(4) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") is not required to be given in this Board's Report.

TRANSFER OF SHARES AND UNPAID/ UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the Year under review, the Company was not required to transfer the equity shares/unclaimed dividend to Investor
Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act.

DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There were no outstanding shares lying in the demat suspense account/ unclaimed suspense account and therefore, disclosure
relating to the same is not applicable.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Associate, Joint Venture or Holding Company during the year under review.

THE CHANGE IN NATURE OF BUSINESS:

There is no change in the business of the Company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure-
A.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the Listing
Regulations, forms part of this Report as Annexure-B.

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

Board of Directors and KMPs:-

Details of Directors and Key Managerial Personnel (KMPs) as on 31st March, 2024 are as follows:

DIN

Name

Designa4on

03279695

Mr. Miteshbhai Jayan'lal 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

Non-executive and Independent Director

-

Mr. Jaikishan Lalchand Sajnani

Chief Financial Officer (CFO)- KMP

-

Mrs. Swa' Jigar Jain

Company Secretary & Compliance Officer (CS)- KMP

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the
proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Changes in Board of Directors and KMPs:-

During the Year under review, following changes took place in the Board composition and KMPs:

Name of Directors/ KMP

Date of Change

Reason

Mr. Dineshsingh Umashankarsingh Kshatriya

10/08/2023

Resigned as Non-execu've Director due to his pre¬
occupancy

Mr. Jimitkumar Dilipkumar Sanghvi

20/01/2024

Resigned as Non-execu've Independent Director due to
his pre-occupancy

Mrs. Shwetaben Arvindbhai Saparia$

10/02/2024

Appointed as Non-execu've Independent Director
(Addi'onal Director)

Mrs. Sangitaben Niranjankumar Jain

30/09/2023

Re-appointed as a Director liable to re're by rota'on,
offered for re-appointment

Ms. Adi' Agrawal

02/02/2024

Resigned as Company Secretary & Compliance Officer
due to her personal reasons

Mrs. Swa' Jigar Jain

10/02/2024

Appointed as Company Secretary & Compliance Officer

$During the year under review, the Board of Directors at its Meeting held on 10 February, 2024 appointed Mrs. Shwetaben
Arvindbhai Saparia (DIN: 10083476) as an Additional Director (Non-executive Independent) on the Board of the Company, in
accordance with the provisions of Sections 149, 152 and 161 of the Act to hold office for a term of 5 Years subject to confirmation
in the ensuing Annual General Meeting (AGM). A Notice from a Member in writing proposing her candidature for appointment as
an Independent Director has also received.

Re4red by Rota4on:-

Pursuant the provisions of Section 152 of the Act and rules framed thereunder, Mrs. Sangitaben Niranjankumar Jain (DIN:
01923253), Non-Executive Director, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

The Board recommends the re-appointment of Mrs. Sangitaben Niranjankumar Jain (DIN: 01923253) in the ensuing AGM.
Declaration by the Independent Directors:-

The Company has received declara'ons from the Independent Directors of the Company that they meet with the criteria of
independence as prescribed under the Sec'on 149(6) of the Act or other applicable provisions, if any, and there has been no
change in the circumstances which may affect their status as Independent Director during the year and they have complied with
the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act.

Disclosure by Directors:-

The Directors on the Board have submiEed requisite Disclosure under Sec'on 184(1) of the Act, declara'on of non-
disqualifica'on under Sec'on 164(2) of the Act and Declara'on as to compliance with the Code of Conduct of the Company.

MEETINGS OF THE BOARD OF DIRECTORS:

During the Year under review, 7 (Seven) Board Mee'ngs were held. The intervening gap between 2 Mee'ngs was not more than
120 days. The details of Mee'ngs and aEendance of each Director at those Mee'ngs during the year are as under:

Sr. No.

Date on which Meetings of

Total Strength of

No. of Directors

Board of Directors were held

the Board

Present

1.

24/04/2023

5

4

2.

27/07/2023

5

3

3.

24/08/2023

4

4

4.

19/09/2023

4

4

5.

09/10/2023

4

4

6.

29/12/2023

4

3

7.

10/02/2024

3

3

ACendance of Directors at the Board Meetings:-

Sr. No. Name of Directors No. of Meetings No. of

Held Meetings

ACended

1. Mr. Miteshbhai Jayan'lal Adani 7 7

2. Mrs. Sangitaben Niranjankumar Jain 7 7

3. Mr. Narayansinh Chauhan 7 7

4. Mr. Jimitkumar Dilipkumar Sanghvi 6 4

5. Mr. Dineshsingh Umashankarsingh 2 0

Kshatriya

6. Mrs. Shwetaben Arvindbhai Saparia 0 0

COMMITTEES OF THE BOARD OF DIRECTORS:

The following Statutory CommiEees have been cons'tuted by the Board of Directors of the Company:

1. Audit CommiEee

2. Nomina'on and Remunera'on CommiEee

3. Stakeholders Rela'onship CommiEee

1. Audit Committee:-

The Company has constituted the Audit Committee as per the applicable provisions of the Section 177 of the Act read with the
Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the applicable provisions of the Listing
Regulations. The Audit Committee comprises following members:

Name of Directors

Designation in the
Committee

Nature of Directorship

Mr. Jimitkumar Dilipkumar Sanghvi*

Chairman

Non-executive Independent Director

Mrs. Shwetaben Arvindbhai Saparia#

Chairperson

Non-executive Independent Director

Mr. Narayansinh Chauhan

Member

Non-executive Independent Director

Mr. Miteshbhai Jayan'lal Adani

Member

Executive Director (Managing Director)

*Ceased to be the Chairman of the Committee due to his resignatton w.e.f. 20 January, 2024.

#Inducted as the Chairperson of the Committee in view of her appointment on the Board of the Company w.e.f. 10th February,
2024.

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairperson of the Audit Committee
shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders 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 of the statutory
auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;

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 before submission 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 following conditions;

> The Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the
Company subject to such conditions provided under the Companies Act, 2013 or any subsequent modifica'on(s) or
amendment(s) thereof;

> In case of transaction, other than transactions referred to in Section 188 of Companies Act, 2013 or any subsequent
modifica'on(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, 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 director or officer of
the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within
three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee;

5. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document/ prospectus, and making appropriate recommendations 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 where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting 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 of
internal 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;

13. Carrying out any other function as assigned by the Board of Directors from 'me to 'me.

Powers of the Audit CommiCee:-

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 the observations of the
auditors and review of financial statement before their submission to the Board and may also 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 the Companies Act, 2013
or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and
have full access to information contained in the records of the company.

Review of Information by the Audit CommiCee:-

The audit committee shall mandatorily review the following information:

1. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

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 devia'on(s), if applicable, submitted to stock exchange(s) in terms of Regulation 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 CommiCee:-

Sr. No.

Date on which
Meetings were
held

Total Strength of
the CommiCee

No. of Members
Present

Meetings ACended by

1.

24/04/2023

3

3

Mr. Jimitkumar Dilipkumar Sanghvi,

2.

24/08/2023

3

3

Mr. Narayansinh Chauhan, and

3.

19/09/2023

3

3

Mr. Miteshbhai Jayan'lal Adani

2. Nomination and Remuneration CommiCee:-

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the applicable provisions of the Listing Regulations.
The Nomination and Remuneration Committee comprises the following members:

Name of Directors

Designation in the
CommiCee

Nature of Directorship

Mr. Narayansinh Chauhan@

Chairman

Non-executive Independent Director

Mrs. Shwetaben Arvindbhai Saparia#

Chairperson

Non-executive Independent Director

Mr. Jimitkumar Dilipkumar Sanghvi*

Member

Non-executive Independent Director

Mrs. Sangitaben Niraniankumar Jain

Member

Non-executive Director

@ Ceased to be the Chairman of the Committee w.e.f. 10 February, 2024.

#Inducted as the Chairperson of the Committee in view of her appointment on the Board of the Company w.e.f. 10th February,

2024.

*Ceased to be the Member of the Committee due to his resignation w.e.f. 20th January, 2024.

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 the following:-

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and 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 management in accordance
with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out
evaluation of every Director's performance. The Company shall disclose the Remuneration Policy and the evaluation criteria
in its Annual Report;

4. To specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried
out either by the Board, by the Nomination and Remuneration Committee or by an independent 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.

Date on which
Meetings were
held

Total Strength of
the Committee

No. of
Members
Present

Meetings Attended by

1.

24/08/2023

3

3

Mr. Narayansinh Chauhan, Mr.
Jimitkumar Dilipkumar Sanghvi and
Mrs. Sangitaben Niranjankumar Jain

2.

10/02/2024A

2

2

Mr. Narayansinh Chauhan and Mrs.
Sangitaben Niranjankumar Jain

AIn consequent to resignation of Mr. Jimitkumar Dilipkumar Sanghvi w.e.f. 20th January, 2024, office of the Independent Director
has become vacated and composition of the Committee became improper.

However, in terms of the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee is
required to identify and recommend to the Board the appointment of a Director. Accordingly, the available Members of the
Committee have conducted this meeting and did the necessary compliance of the Section 178 of the Companies Act, 2013 for the
appointment of Mrs. Shwetaben Arvindbhai Saparia as an Independent Director on the Board of the Company. The Board in its
Meeting held on 10th February, 2024 appointed her as the Chairperson of the Committee, consequently, the composition of the
Committee become proper within the prescribed time limit under the Act.

Nomination and Remuneration Policy:-

The Policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under Section 178(3) of the Act, adopted by the Committee
and available on the website of the Company at
https://www.vivaatrade.com/policies-and-codes/#policies. Salient features of the
Policy dealing with nomination and 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 to become Directors
(Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions
and to determine their remuneration.

• To determine remuneration based on the Company's size and financial position and trends and practices on
remuneration prevailing in peer companies.

• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

• To provide them reward linked directly to their effort, performance, dedication and achievement relating to the
Company's operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons 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 and
Part - 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 the Companies
(Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the applicable provisions of the Listing Regulations.
The Stakeholders Relationship Committee comprises the following members:

Name of Directors

Designation in the
Committee

Nature of Directorship

Mrs. Sangitaben Niranjankumar Jain@

Chairperson

Non-executive Director

Mrs. Shwetaben Arvindbhai Saparia#

Chairperson

Non-executive Independent Director

Mr. Narayansinh Chauhan

Member

Non-executive Independent Director

Mr. Jimitkumar Dilipkumar Sanghvi*

Member

Non-executive Independent Director

@Ceased to be the Chairperson of the Committee w.e.f. 10 February, 2024.

#Inducted as the Chairperson of the Committee in view of her appointment on the Board of the Company w.e.f. 10th February,
2024.

*Ceased to be the Member of the Committee due to his resignation w.e.f. 20th January, 2024.

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/consolida'on/renewal, etc.;

3. Allotment of shares, monitoring and approving transfers, transmissions, dematerialization, rematerialization, spliWng and
consolidation of Equity Shares and other securities issued by our Company, including review of cases 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:-

Sr.

No.

Date on which
Meetings were
held

Total Strength of
the Committee

No. of
Members
Present

Meetings Attended by

1.

19/09/2023

3

3

Mrs. Sangitaben Niranjankumar Jain,
Mr. Narayansinh Chauhan and
Mr. Jimitkumar Dilipkumar Sanghvi

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 27th February, 2024, 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 Executive Directors and Non¬
executive Directors; and

> Assessed the quality, quantity and timelines of flow of information between the Company, management and the Board that is
necessary for the Board to effectively and reasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

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 of the Company; and the
Board of Directors has carried out the annual evaluation of the performance of the Board and its Committees and Independent
Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole
and performance of the Chairman. The evaluation sheet for evaluation 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 of duties and
obligations, governance issues etc. The performance of the Committees is evaluated based on adequacy of terms of reference of
the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual
Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings,
implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of
knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance 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.

AUDITORS:

1. Statutory Auditors & its Audit Report:-

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 a term of 5 years, to
hold office 'll 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 call for any
comments under Sec'on 134 of the Act. The Report given by the Statutory Auditors on the Financial Statements of the Company
is a part of this Annual Report. There were no qualifica'ons, reserva'ons, and adverse remark or disclaimer given by the
Statutory Auditors in their Report.

Reporting of Fraud by Statutory Auditors:-

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its
officers or employees under Sec'on 143(12) of the Act.

2. Secretarial Auditor & its Report

M/s. RPSS & Co., Prac'cing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the
Financial Year 2023-24, as required under Sec'on 204 of the Act and Rules made thereunder. The Secretarial Audit Report in
Form MR-3 for the Year ended 31st March, 2024 forms part of this Report as Annexure-D.

The Secretarial Audit Report does not contain any qualifica'on, reserva'on or adverse remark except Form MGT-7 for FY 2022-23
is cer'fied by Prac'cing Company Secretary even though Company has appointed Company Secretary in whole 'me employment.
The Board of Directors explained that there was a technical issue in digital signature of Company Secretary at the 'me of
submission of Annual Return in Form MGT-7, therefore, to make 'mely compliances, the company has approached Prac'cing
Company Secretary to sign the same. The Board has taken steps to avoid the discrepancies in future.

3. Internal Auditor

The Board of Directors has appointed M/s. S. Mandawat & Co. (FRN: 118330W) as an Internal Auditor of your Company for the
Financial Year 2023-24. Findings of the Internal Auditor were sa'sfactory. As per the Report of the Internal Auditor, there exist a
proper internal checks and controls in the Company.

4. Cost Auditor

The provisions of Sec'on 148 of the Act and rules thereof are not applicable to the Company. Hence, the appointment of the Cost
Auditor is not required.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:

The par'culars of loans, guarantees or investments, if any, made during the Financial Year 2023-24, are disclosed in the notes
aEached to and forming part of the Financial Statements of the Company, prepared for the Financial Year ended 31st March, 2024.

MATERIAL CHANGES BETWEEN THE DATES OF THE END OF FINANCIAL YEAR AND THE DIRECTORS' REPORT:

There have been no material changes and commitments, affec'ng the financial posi'on of the Company between the end of the
Financial Year of the Company to which the Financial Statements relate and the date of the Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place proper system of internal financial control which is commensurate with size and nature of business.
The Company has an Audit CommiEee headed by the Independent Director,
inter-alia, to oversee company's financial repor'ng
process, disclosure of financial informa'on, and reviewing the performance of statutory and internal auditors with management.

ANNUAL RETURN AS PER SECTION 92(3) OF THE ACT:

Pursuant to Sec'on 92(3) read with Sec'on 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 will be available on the
Company's website,
hEps://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 Party Transactions (RPTs)
and manner of dealing with RPTs. The updated Policy can be accessed on the Company's website,
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, the particulars of
contracts or arrangements with related parties referred to in Section 188(1) of the Act, pursuant to the provisions 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 and Redressal) Act,
2013 and rules framed thereunder, the Company has formulated and implemented a Policy on prevention, prohibition and
redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary
or contractual are covered under the above Policy. As per the requirement of the provisions of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company has constituted
Internal Complaints Committees as per requirement of this Act which are responsible for redressal of complaints relating to
sexual harassment against woman at workplace. The Policy has been uploaded on the website of the Company at
https://www.vivaatrade.com/policies-and-codes/#policies.

During the year under review, there was no incidence/complaint reported under the said Act.

CORPORATE MANAGEMENT & RISK MANAGEMENT POLICY:

The Board of Directors have developed and implemented a robust Risk Management Policy which identifies the key elements of
risks that threatens the existence of the Company. The Audit Committee reviews the Company's financial and risk management
policies and steps taken by the Company to mitigate such risks at regular intervals. The Policy can be accessed on the Company's
website,
https://www.vivaatrade.com/policies-and-codes/#policies.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors
have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Act and the
applicable provisions of the Listing Regulations. Employees can raise any suspected or actual 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 or against your Company. The Company has also provided direct access to the
Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has
approved the Policy for Vigil 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 AND BANKRUPTCY 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 its stakeholders. 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 (Corporate Governance 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 under these 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 the going 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 does not 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 by Institute of Company
Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118 of the 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 the following:

a) That in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting
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 and applied
consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on
that date;

c) That proper and sufficient care has been taken 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) 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 were operating
effectively;

f) Those systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

Your Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely
contributed to the efficient management of the Company. The Directors place on record their appreciation for the continued
support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for
assistance and cooperation received from the bankers, vendors and stakeholders, business associates, who have extended their
valuable sustained support and encouragement during the year under review.

By Order of the Board of Directors
For, Vivaa Tradecom Limited

Date:05.09.2024
Place: Ahmedabad

Miteshbhai Jayantilal Adam
(Chairman & Managing Director)
DIN:03279695

Registered Office:-

17, Pirana Piplej Road, Saijpur (Gopalpur),

Piplej, Ahmedabad-382405, Gujarat, India
CIN: U17120GJ2010PLC060395
E-mail ID:
cs@vivaatrade.com
Website: www.vivaatrade.com


 
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