Viaz Tyres Ltd Directors Report

The Key highlights pertaining to the business of the Company for the Year 2022-23 have been given hereunder: The Company has turnover of 4592 (in lakhs) and the company has book Net Profit of Rs. 202 (in lakhs) for the year under review. The Earnings per Share of the financial year under review is 2.18 whereas of the last financial year is 3.38. Furthermore, your Director assured that the Company will achieve its strategic objectives of sustainable and profitable growth by improving the product excellence, exploring markets and delivering customer delight in the year to come.

The Company is involved in the Manufacturing of tyres, tubes of vehicles.

The company has changed its name from Viaz Tubes Private Limited to Viaz Tyres Private Limited w.e.f. 23-05-2022 and further the company has converted into public company w.e.f. 14-06-2022

However the Company has altered its object on 25-05-2022 as follows:

“1. To carry on the business as manufacturers, manufacturers representatives, exporters, importers, factors, agents, vulcanisors, dealers and distributors of all classes, kinds, types, nature and description of tyres and tubes, belts and allied items, articles and goods made from natural, synthetic and reclaimed rubber, plastics and its compounds, including derivatives and substitutes used for automobile vehicles, industrial and domestic purposes.

2. To manufacture, buy, sell, export, import or otherwise deal in various products made out of latex rubber and/or synthetic rubber and of other derivatives having substantial characteristics of rubber as also out of other derivatives or compositions of natural rubber resins, synthetics and plastics industrial electrical surgical and/or domestic gloves, and various other latex products such as balloons, and latex dipped goods, latex foam, latex thread.”

Further a new object was added on 17-06-2022 as follows:

“To carry on the business of manufacture including production and processing and fabrication and assembling, repairing, alternation, buying, importing, marketing, selling and exporting and otherwise dealing in all types of automotive components, electrical vehicles components, spare parts, products, equipments for all types of two-wheelers, passenger cars, light motor vehicles, multi-utility vehicles, heavy motor vehicles, All Terrain Vehicles (ATVs) and all other types of automobiles.”

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for Financial Year 2022-23 prepared in accordance with Section 92(1) of the Act has been placed on the website and is available at www.viaztyres.com

NUMBER OF BOARD MEETINGS

ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL

DIRECTOR RETIRED BY ROTATION:

Himaben Janakkumar Patel who retire by rotation and being eligible, offers herself for re-appointment as Director.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Separate meeting of the Independent Directors of the Company was held on March 25, 2023 at registered office of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS

COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

STATEMENT OF BOARD ON INDEPENDENT DIRECTOR

All the Independent directors appointed during the year under review are of utmost integrity, expertise and experience and has passed the proficiency test conducted by the Indian Institute of Corporate Affairs.

The company had issued/allotted 5,00,000 equity shares on preferential basis on 12-05-2022 and the company has allotted 42,75,000 bonus equity shares on 21-05-2022 to its existing equity shareholders. Further the Company has come up with SME IPO and allotted 3226000 equity shares on 24-02-2023. So, total paid up equity share capital of the company as on March 31, 2023 was Rs. 12,25,10,000 consisting of 1,22,51,000 Equity Shares of Rs. 10/- each.

10. DIVIDEND

Your Directors do not recommend payment of any dividend for the financial year under review.

11. RESERVES

Whole of the Net Profit earned has been transferred to the reserves for the year under review.

12. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

The Company does not have any Holding/Subsidiary/Associate Company/Joint Ventures.

13. DEPOSITS

The Company has neither invited/ accepted nor renewed any deposits within the meaning of Chapter V other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR

COURTS OR TRIBUNALS

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or on the Companys operation in future.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE

EARNINGS AND OUTGO

16. DISCLOSURE RELATED TO EMPLOYEES

The details relating to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2022-23 are given in “Annexure-A”. 17. STATUTORY AUDITORS

M/s. DOSHI DOSHI & CO., Chartered Accountants (FRN: 153683W) are Statutory Auditors of the Company for five consecutive financial years.

18. SECRETARIAL AUDIT REPORT

The Board has appointed CS Sonu Jain, Practicing Company Secretary, Ahmedabad as a Secretarial Auditor of the Company in the meeting of the Board of Directors of the Company held on February 24, 2023.

SECRETARIAL AUDIT REPORT:

The Report given by Auditor u/s 204 of the Companies Act, 2013 is annex with the Annual Report as “Annexure-B”

19. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS/SECRETARIAL AUDITORS:

There are no Qualification/reservations by the Statutory Auditors in their report for the financial year 2022-23.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF

SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT: During the year under consideration, there were no such instances.

21. DETAILS OF INTERNAL FINANCIAL CONTROL:

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023 the Board hereby submit its Responsibility Statement:- (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable; (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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) 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. (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

23. MATERIAL CHANGES AND COMMITMENTS IF ANY

No material changes and commitments affecting the financial position of the Company occurred during the year under review.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or made any investments or provided any guarantees and securities for the year under review under section 185 and 186 of the Companies Act, 2013.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The details of transactions entered with the related pares are given in form AOC-2 in terms of the provision of section 188(1) including certain arms length transactions and annexed herewith as “Annexure C”.

26. COMPANYS POLICY ON DIRECTORS APPOINTMENT REMUNERATION, DETERMINING

QUALIFICATIONS ETC.

Disclosures requirement on Company policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(1) and section 178(3) of Companies Act, 2013 is not applicable to the Company.

27. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS

COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

28. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the company does not have Networth of Rs. 500 crores or Turnover of Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which is under review and hence the company is not required to comply with the provision of section 134(3)(o) of the Companies Act, 2013. Further the company has not constituted Corporate Social Responsibility Committee.

29. AUDIT COMMITTEE

30. VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established a robust Vigil Mechanism in accordance with provisions of the Section 177 of the Companies Act, 2013. The Company has formulated a Whistle Blower Policy, as prescribed under Section 177(8) & Section 177(10) of the Companies Act, 2013 which is available at the website of the Company on www.viaztyres.com.

31. NOMINATION AND REMUNERATION POLICY

Nomination and remuneration policy is placed on the website i.e. www.viaztyres.com, of the company

32. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

33. DISCLOSURE OF COMMISSION:

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Whole-time Director of the holding Company was disqualified from receipt of any remuneration or commission form any Company.

34. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The Companies Act, 2013.

35. COST RECORDS

The company under sub-section (1) of section 148 of the Companies Act, 2013, is not required to maintain cost accounts and records.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company does not have any women employees and therefore there arise no need of adopting a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 201 3 and the Rules made thereunder. However the Directors assured that once any women appointed on the Board of the Company or otherwise, the needful will be done. a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

37. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report forms an integral part of the Report, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and provides details of the overall industry structure, developments, performance and state of affairs of the Companys various businesses. The same is presented in “Annexure-D” herewith.

38. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

39. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The company has not made any settlement with banks or financial institutions in the year under review; therefore no valuation was made.

40. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India.

41. APPRECIATION

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from all those who have extended their valuable sustained support and encouragement during the year under review. Your Directors look forward for the continued support and confidence of every stakeholder in the future.