Directors Report of Vivanza Biosciences Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 42 Annual Report on the business and operations of the
Company and the Audited Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

(''Rs.in Lacs)
	Standalone		Consolidated
Particulars	Year ended 31/03/2024	Year ended 31/03/2023	Year ended 31/03/2024	Year ended 31/03/2023
I. Total Revenue	1446.73	1459.39	2788.91	1828.24
II. Total Expenditure	(1403.84)	(1390.67)	(2719.39)	(1756.59)
III. Profit/(Loss) Before Tax (I-II)	42.89	68.72	69.52	71.65
IV. Provision for Taxation	11.15	11.81	14.79	11.81
V. Profit/(Loss) After Tax (III-IV)	31.74	56.91	54.73	59.83

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review, the Company has earned revenue of Rs. 1446.73 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.71,53,000 as compared to Rs.39,79,000 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 4,00,00,000 equity shares
of Rs.1/- each. The paid up share capital of the company as on March 31, 2024 is 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". Form AOC-1 in this regard, is attached at the end of financial statements.

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

In Accordance with section 134 (3) (a) and 92 (3) of the Companies Act, 2013 read with Rule 12 (1) of
Companies (Management and Administration) Rules 2014, The Annual Return in form MGT-7 for
Financial Year 2023 -2024 will be available on website of Company i.e. www.vivanzabiosciences.com.
The due date for filing Annual Return for Financial Year 2023 -2024 is within a period of 60 days from
date of Annual General Meeting. Accordingly the company shall file the same with MCA within
prescribed time and the copy of the same shall be made available on website i.e.
www.vivanzabiosciences.com as is required in terms of section 92(3) of the Companies Act, 2013.

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-A.

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 41^st Annual
General Meeting held on 28^th July 2023.

Ms. Rina Kumari & Mr. Aagam P. Shah was appointed as an Additional Director to hold office
upto next Annual General Meeting in capacity of Non-Executive Independent Director w.e.f.
30^thApril 2024 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.

Ms. Manali Patel has resigned from the position of Non-Executive Independent Director w.e.f.
25.04.2023

Mr. Girish Bhatt has resigned from the position of Managing Director of the Company w.e.f.
25.04.2023.

Mr. Jayendra Mehta has been appointed as Managing Director of the Company w.e.f.
25.04.2023.

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 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, re¬
appointment 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, Five
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 11 and Note 2 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-B.

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-C.

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 46^th 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-D respectively.

• Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the
Auditor''s Reports;

The Company had complied with the all provisions of the section 186 of the Companies Act, 2013,
except non charging of interest as per section 186 (7) in respect of some of the loans granted by the
Company.

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-E.

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, 2024, 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, 2024 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 Pharma Industry. Considering the
association of the Directors with the Company and their seniority and expertise in their respective
areas of specialization and knowledge of the pharma 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, 2024:-

Name	Designation	Category
Mr. Shah S. D.	Chairman	Non-Executive, Independent Director
Ms. Vyas A.S.	Member	Non-Executive, Independent Director
Mr. Mehta J. A.	Member	Executive Director

There were 5 (Five) Meetings of the Audit Committee of the Board of Directors held during the
Financial Year 2023-24, (i.e.25^thApril 2023, 30^th June, 2023, 10^th August, 2023, 26^th October, 2023 and
06^th February, 2024).

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 2023-24, 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 31^st,
2024:-

Name	Designation	Category
Mr. Shah S. D.	Chairman	Non-Executive, Independent Director
Mr. Parikh H. A.	Member	Non-Executive Director
Ms. Patel M. S.	Member	Non-Executive, Independent Director
Ms. Vyas A.S.	Member	Non-Executive, Independent Director

There was 1 (One) Meetings of the Nomination and Remuneration Committee of the Board of
Directors held during the Financial Year 2023-24 (i.e., on 25^th April, 2023).

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 2023-24:-

Name	Designation	Category
Mr. Shah S. D.	Chairman	Non-Executive, Independent Director
Ms. Patel M. S.	Member	Non-Executive, Independent Director
Mr. Bhatt G. B.	Member	Non-Executive Director

During the Financial Year 2023-24, 4 (Four) Meeting of the Stakeholders'' Relationship Committee was
held, i.e., on 14^th April, 2023, 19^th June, 2023, 17^th October, 2023 and 08^th January, 2024.

31. INDEPENDENT DIRECTOR''S COMMITTEE:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, your Company has constituted
a Independent Director''s Committee of the Board of Directors, comprising of the following Members
during the Financial Year 2023-24:-

Name	Designation	Category
Mr. Shah S. D.	Chairman	Non-Executive, Independent Director
Ms. Vyas A.S.	Member	Non-Executive, Independent Director

32. 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.

33. 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.

34. DISCLOSURES OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS

Your Directors state that during the year under review, the Company has not availed any financial
assistance from the Banks or Financial Institutions.

35. 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: July 05, 2024 For, Vivanza Biosciences Limited

Sd/- Sd/-

Mehta J. A. Parikh H. A.

Managing Director Director

DIN: 08210602 DIN: 00027820

---

Mar 31, 2016

Directors'' Report

To,

The Members,

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:_

Financial Results		(?in Lacs)
Particulars	Year ended	Year ended
	31/03/2016	31/03/2015
Total Revenue	0.05	----
Profit Before Depreciation and Tax	(6.03)	(5.25)
Depreciation	----	----
Profit (Loss) before tax	(6.03)	(5.25)
Less: Tax Expenses	—	—
Net Profit (Loss) for the year	(6.03)	(5.25)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

Due to recession and acute competition in the Pharma Industry, Performance of your Company for the year under review was affected. The Board of Directors of the Company is continuously making efforts for the growth of the Company.

3. DIVIDEND:

Due to loss during the year, the Company is not able to declare Dividend.

4. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at '' (16,31,313) as compared to '' (3,59,38,381) at the beginning of the year.

5. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of '' 10/- each. The authorized share capital of the company is '' 40,000,000/- divided into 40,00,000 equity shares of '' 10/- each. The paid up share capital of the company as on March 31, 2016 is '' 18,80,000 /- divided into 1,88,000 equity shares of '' 10/- each.

Preferential allotment of equity shares was made in the meeting of Board of Directors of the Company held on 17/06/2016 and consequently the paid up share capital of the Company has increased from Rs. 18,80,000 divided into 1,88,000 equity shares of 10/- each to Rs. 2,55,00,000 divided into 25,50,000 equity shares of 10/- each.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

There was no production activity during the year and hence no steps for conservation of energy were required to be taken. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The shareholders of the Company in their Extra Ordinary General Meeting held on 10/06/2016 approved acquisition of 100% shareholding of Fortune Beverages Private Limited (FBPL)(now Vivanza Life sciences Private Limited) against share swap of allotment of 19,12,000 equity shares of the Company to Mr. H. A. Parikh, the share holder of FBPL on Preferential Basis. Further, Preferential allotment of 4,50,000 equity shares & 14,50,000 convertible warrants to be converted into 14,50,000 equity shares to two strategic investors namely Ardent Ventures Private Limited and Tanya Estates Private Limited was also approved.

Consequent to above allotment and acquisition, FBPL is now a wholly owned subsidiary of the Company.

The preferential allotment of 19,12,000 equity shares of the Company to Mr. H. A. Parikh had triggered an open offer pursuant to Regulation 3(1) and Regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and as such Mr. Hemant Parikh had made an open offer for acquisition of upto 6,38,000 equity shares.

The preferential allotment of equity shares was made in the meeting of Board of Directors of the Company held on 17/06/2016 and consequently the paid up share capital of the Company has increased from Rs. 18,80,000 divided into 1,88,000 equity shares of 10/- each to Rs. 2,55,00,000 divided into 25,50,000 equity shares of 10/each.

Consequent to above mentioned arrangement, Mr. Hemant Nanavati (promoter) was reclassified to public category, and Mr. H. A. Parikh was classified as a promoter of the Company and took over the management and control of the Company.

Further, there is change in the constitution of Board and Management of the Company. Mr. Vishnu Chauhan (DIN: 01955762), and Mr. Hemant D. Nanavati (DIN: 05143917) has resigned from the post of Independent Director and Managing Director of the Company respectively and Mr. Bhaskar Bhattacharya (DIN: 00367827) was appointed as the Managing Director of the Company in the meeting of Board of Directors of the Company held on 17/06/2016. In the same meeting the Board has also appointed Mr. Naveen Jain (DIN: 05154306) and Mr. Sitaram Prasad Paikray (DIN: 00367827) as Additional Directors of the Company who are proposed to be regularised as Independent Directors of the Company in the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Jainil Bhatt has been appointed as Chief Financial Officer of the Company w.e.f. 17^th June, 2016.

No other material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

The Hon''ble High Court of Gujarat vide order dated 30^th April, 2015 has sanctioned the Scheme of Re-organization of share capital of the Company. As per the Scheme, the issued, subscribed and paid up share capital of the Company has been reduced from Rs. 3,76,00,000/- (divided into 37,60,000 equity shares of Rs. 10/- each) to Rs. 18,80,000/- (divided into 1,88,000 equity shares of Re. 10/- each) by cancelling the balance share capital. Upon such reduction of share capital, the shareholders of the Company whose names appear on the Register of Members of the Company on the Record Date has been issued 1 new equity share of the Company for every 20 equity shares held by them in the Company on the Record Date.

No other orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary Company during the year under review. Hence, details relating to Subsidiary Company are not provided for.

However, the Company has acquired 100% Equity Shares of Vivanza Life sciences Private Limited (Formerly Fortune Beverages Private Limited) by virtue of the holding in Vivanza Life sciences Private Limited it had became Wholly Owned Subsidiary w.e.f. 17/06/2016.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

12. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 7 (Seven) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

13. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

14. INSURANCE:

All the Properties of the Company are adequately insured.

15. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

16. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Harshul Shah (DIN: 01955747) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

Pursuant to the provisions of section 149 of the Companies Act, 2013 (Act), Mr. Vishnu Chauhan (DIN: 01955762), Ms. Sheetal G. Pandya (DIN: 07148000), were appointed as Independent Directors of the Company and they have served as Independent Directors on the Board of the Company during the year under review.

There is no change in the constitution of Board of Directors during the year under review. However, the management and constitution of Board has been changed w.e.f. 17/06/2016 as elaborated in Point No. 8 of Director''s Report above.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Hemant Nanavati as Key Managerial Personnel of the Company during the year under review.

17. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

18. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

19. MANAGERIAL REMUNERATION:

The Company had not paid any remuneration to Executive Directors or any sitting fees to Non-Executives Directors for attending any meetings during the financial year ended 31^st March, 2016.

20. INDEPENDENT DIRECTORS'' MEETING:

Independent Directors of the Company had met during the year under review on 30/03/2016.

21. COMMITTEES OF THE BOARD:

There are currently Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

22. AUDITORS:

A. Statutory Auditors

M/s. Pradip B. Gandhi & Co., Chartered Accountants (Firm Registration No.118674W) have tendered their resignation from the position of Statutory Auditors due to pre-occupancy. The Company has appointed M/s. GMCA & Co., Chartered Accountants (Firm Registration No.109850W) to fill the casual vacancy caused by the resignation of M/s. Pradip B. Gandhi & Co., Chartered Accountants (Firm Registration No.118674W) in its Extra Ordinary General Meeting held on 01/02/2016 to hold the office of the Statutory Auditors of the Company until the conclusion of forthcoming Annual General Meeting.

As per Section 139 of the Companies Act, 2013 the Board recommends to appoint M/s. GMCA & Co., Chartered Accountants (Firm Registration No.109850W), as Statutory Auditors of the Company at the forthcoming Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. GMCA & Co., Chartered Accountants (FRN 109850W) that their appointment, if made, would be in conformity with the limits specified under the Act.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Practicing Company Secretaries, Ahmadabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification, reservation or adverse remark in the report.

C. Internal Auditors:

The Board of Directors has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2016-17.

23. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

24. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.

26. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

27. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 31^st March, 2016 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis; and

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. CORPORATE GOVERNANCE:

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") the Company has executed fresh Listing Agreement with the Stock Exchange.

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 to the Company. Although as a good governance practice a detailed report on Corporate Governance is given as a part of the Annual Report. The Certificate of the non applicability of submission of Report on Corporate Governance is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report, herewith attached as Annexure V.

29. CORPORATE GOVERNANCE CERTIFICATE:

The Certificate of the non applicability of submission of Report on Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report on Corporate Governance, herewith attached as Annexure VI.

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy on Corporate Social Responsibility is not applicable to the Company.

31. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

32. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Place: Ahmedabad For and on behalf of the Board

Date: August 13, 2016

SD/- SD/-

Harshul K. Shah Bhaskar Bhattacharya

Director Managing Director

DIN: 01955747 DIN: 00367827

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting you their Annual Report along with Audited Accounts of the Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

The financial highlights of the Company are as below:

(Rs. In Lac) PARTICULARS 2013-14 2012-13

Sales & Other Income - -

Total Expenditure 5.35 159.91

Profit / (Loss) Before Tax (5.35) (159.91)

Provision for Taxation - -

Profit/(Loss) after Taxation (5.35) (159.91)

DIVIDEND

Your Directors regret their inability to recommend any Dividend to the Shareholders of the Company due to loss.

DIRECTORS

Mr. Vishnubhai G. Chauhan (DIN:01955762), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That, in the preparation of the annual accounts for the year 31st March, 2014, the applicable accounting Standards had been followed and there has been no material departure;

ii) That, 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 ended 31st March, 2014 and of the loss of the company for that year,

iii) That, the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv) That, the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Shamik J. Divatia & Co, Chartered Accountants, Ahmedabad has not furnished their willingness to be appointed as Statutory Auditors'' of the company. A special notice as required under Section 140(4)(i) of the Companies Act, 2013 has been received from one the shareholder of the company recommending the intention to recommend the appointment of M/s. Pradip B. Gandhi & Co. Chartered Accountants, Ahmedabad as Statutory Auditors of the Company at the forthcoming Annual General Meeting.

The Company has received written certificate from M/s. Pradip B. Gandhi & Co. Chartered Accountants, Ahmedabad as required under The Companies (Audit & Auditors) Rules, 2014.

AUDITOR''S REMARKS

The observations made in the Auditors'' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis is given separately and forms part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure – II.

CEO and CFO CERTIFICATION

Mr. Hemant Nanavaty, Managing Director, have given certificate to the board as contemplated in sub-clause (V) of clause 49 of the Listing Agreement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO ETC.

Since the company has not carried out any activities during the year the details relating to Conservation of Energy and Technology Absorption are not applicable. The Company has no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the limits prescribed under Section - 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the continued assistance and help received by the Company from various authorities and employees.

ON BEHALF OF THE BOARD OF DIRECTORS

Date : 02/09/2014 Hemant D. Nanavaty Harshul Shah Place: Ahmedabad MANAGING DIRECTOR DIRECTOR

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure before presenting you their Annual Report along with audited Accounts of the Company for the year ended on 31st March, 2011

FINANCIAL RESULTS:

The salient features are as under:

(Rs. In Lac)

PARTICULARS 2010-11 2009-10

Sales & Other Income - -

Total Expenditure 0.10 0.10

Profit / (Loss) Before Tax (0.10) (0.10)

Provision for Taxation - -

Profit/(Loss) after Taxation (0.10) (0.10)

DIVIDEND

Your Directors regret their inability to recommend any Dividend to the Equity Shareholders of the Company.

DIRECTORS

Dr. N. V. Vasavada, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm :

i) That, in the preparation of the annual accounts for the year 31st March, 2011, the applicable accounting Standards had been followed and there has been no material departure;

ii) That, 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 ended 31st March, 2011 and of the loss of the company for that year,

iii) That, the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv) That, the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. C. Padamshi & Co., Chartered Accountants, Baroda retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITOR'S REMARKS

With regard to the auditors' remarks in para f(a) and f(c), your directors wish to state that hard efforts have been initiated for recovery of debts and advances outstanding for long; and it is expected to realize on improved economic.conditions. Para f(b) is repeated since few years and has no bearing on the Company's performance discharged for the year.

SECRETARIAL AUDIT COMPLIANCE CERTIFICATE

As required under the provisions of Sec. 383A(1) of the Companies (Amendment) Act, 2000, the compliance certificate from Practicing Company Secretary is attached with this report and forms part of Director's Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO ETC.

Since the company has not carried out any activities during the year the details relating to Conservation of Energy and Technology Absorption are not applicable. The Company has no foreign exchange earnings and outgo,

PARTICULARS OF EMPLOYEES

Provision of Section 217(2A) of the Companies Act, 195-6 read with the Companies (particulars of Employees) Rules, 1976 as amended do not apply the company for the year under audit.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the continued co-continued, assistance and help received by the Company from various State and Central Govt. Departments, office of the Industries Commissioner GEB authorities, Central Bank of India, GSFC, raw materials suppliers and customers of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

DIRECTOR DIRECTOR

Date : 01.09.2011 Place : Junagadh

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Mar 31, 2010

Dear Shareholders,

The Directors have pleasure before presenting you their Annual Report along with audited Accounts of the Company for the year ended on 31st March, 2010

FINANCIAL RESULTS:

The salient features are as under:

(Rs. In Lac)

2009-10 2008-09

PARTICULARS

Sales & Other Income - -

Total Expenditure 0.10 0.10

Profit / (Loss) Before Tax 0.10 0.10

Provision for Taxation - -

Profit/(Loss) after Taxation 0.10 0.10

DIVIDEND

your Directors regret their inability to recommend any Dividend to the Equity Shareholders at the

Company.

DIRECTORS

Dr Priyarat C. Joshi. Director of the Comply retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appcntment.

Mr Gautam J Baxi expire on 25.12.2009 c-d he vacated the office of directorship. The board appreciate the services rendered by him during his the as executive director.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Cockiness Act, 1956, the Directors confirm:

That in the preparation of the Annual accounts for the year 31- March 2010 the applicable accounting Standards had been followed and there has been no material departure,

ii That the directors have selected such accounting policies and applied them consistently and made judgments and estimatesinal 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 ended 31st March.2010 and of the loss of the company for the year.

iii) That the directors had taken apery and sufficient care for the maintenance of adequate accountant Records in accordance with the provisions of the Companies Act. 1956 or "he assets of the company end for-preventing on defecting raid and o:-. irregularities,

iv) That, the directors have prepare, -he annual accounts on a going concern

AUDITORS

M/s. C. Padamshi & Co., Chartered Accountants, Baroda retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITOR'S REMARKS

With regard to the auditors remarks in para f(a) and f(c), your directors wish to state that hard efforts have been initiated for recovery of debts and advances outstanding for long; and it is expected to realize on improved economic conditions. Para f(b) is repeated since few years and has no bearing on the Company's performance discharged for the year.

SECRETARIAL AUDIT COMPLIANCE CERTIFICATE

As required under the provisions of Sec. 383A(1) of the Companies (Amendment) Act 2000, the compliance certificate from Practicing Company Secretary is attached with the is report and forms part of Director's Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

ETC.

Since the company has not carried out an/ activities during the year the details relating to Conservation of Energy end Technology Absorption ere not applicable. The Company has no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES

Provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1976 as amended do rot apply the company for the year under qug.t.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the continued co-continued, as stance "and help received by the Company from various State and Central Govt. Departments, office of The industries Commissioner GEB authorities, Central Bank of India, GSFC, raw maternal suppliers and customers of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

Date : 01.09.2010

Place : Junagadh

DIRECTOR DIRECTOR