Viaan Industries Ltd Directors Report

To The Members of Viaan Industries Limited

Your Directors are hereby to present at the 38^th Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2021.

COVID-19 PANDEMIC:

The COVID-19 pandemic has caused disruption creating an unprecedented impact on the financial wellbeing of nations, corporations and individuals. A detailed discussion on impact of COVID-19 on the operations of the Company is covered in the ‘Management Discussion and Analysis.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In view of the prevailing COVID-19 situation and consequent lockdown across the country, the Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report for FY 2020 - 2021. Accordingly, the Annual Report of the Company for F.Y 2020 - 2021 is being sent only by email to the members, and all other persons/entities entitled to receive the same. This Annual Report, along with other documents, is also available on the Company’s website at www.v-ind.com

FINANCIAL RESULT:

The Company is into development of mobile based game applications, production of OTT platform & trading activities in commodities; metals; electronics items & has business activities in India during the F.Y 2020 - 2021.

The subsidiary of the Company based in Dubai, named, Viaan Industries DMCC, has stopped its business operation due to non-viable business. The Viaan Industries DMCC has been Liquidated during the F.Y 2020 - 2021.

The Company has suffered a loss of Rs. 166.40 lakh on standalone basis during the year compared to loss of Rs. 2501.06 Lakh during F.Y 2019 - 2020. The Company has not consolidated the financial statement of the Company with Viaan Industries DMCC due to it’s liquidation.

The financial performance of your Company for the year ended March 31, 2021 is summarized below

		(Amount in Lakh)
Particulars	2020 - 2021	2019 - 2020
Revenue from Operations	357.89	1161.23
Other Income	20.39	26.08
Total Income	378.28	1187.31
Total Expenses	534.41	3688.37
Profit/(Loss)	-156.13	-2501.06
(-) Exceptional Items	0.00	0.00
Profit/(Loss)Before Tax	-156.13	-2501.06
Tax
(-) Current Tax	0.00	0.00
(-) Deferred Tax	-10.27	0.00
Net Profit After Tax	-166.40	-2501.06
(-) Extraordinary Items	0.00	0.00
Net Profit	-166.40	-2501.06

DIVIDEND:

During the year your directors do not recommend any dividend due to loss incurred by the Company.

UNPAID / UNCLAIMED DIVIDENDS:

In accordance with the provisions of Sections 124 and 125 of Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) dividends not encashed / claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (IEPF) Authority.

The IEPF Rules mandate Companies to transfer shares of Members whose dividends remain unpaid / unclaimed for a continuous period of seven years to the demat account of IEPF Authority. The Members whose dividend / shares are transferred to the IEPF Authority can claim their shares / dividend from the Authority. In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due to be transferred to the IEPF Authority and simultaneously published newspaper advertisement.

COMPLIANCE:

The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Company’s Board of Directors and the Company’s Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis. New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the Board of Directors of the Company has formulated and adopted ‘Dividend Distribution Policy’. The Dividend Distribution Policy is available on the Company’s website at https://www.v-ind.com

RESERVES:

Negative balance of Rs. 243,443,803/- have been transferred from the Profit & Loss account.

SHARE CAPITAL:

During the financial year 2020 - 21, there was change in the paid up Share Capital of the Company.

The Company has issued 6,60,000 Equity Shares at an issue price of Rs. 5/- ( Rupees Five only ) per Equity Shares (including premium of Rs. 4/-) on Preferential Basis to HT Mobile Solutions Limited.

As on 31^st March, 2021, the Company has paid up capital of Rs. 110,243,100.00/- divided into 110,243,100 Equity shares on Re. 1/- each.

The Company has neither issued shares with differential rights as to the dividend, voting or otherwise nor issued sweat equity shares. There is no scheme for employee stock option or provision of money for shares of the Company to the employees or Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report, which gives a detailed account of state of affairs of Company operation forms part of this Annual Report.

CORPORATE GOVERNANCE:

Pursuant to the SEBI (LODR) Regulations, 2015, a separate section on Corporate Governance forms part of the Annual Report. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR), Regulations, 2015.

Certificate from the Practicing Company Secretary of the Company regarding compliance of conditions of Corporate Governance is annexed to this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Composition:

The composition of the Board is in conformity with Section 149 of the Act and Regulation 17 of the Listing Regulations. The Board comprise of 5 (five) Directors out of which 1 (One) is Executive Directors, 2 (Two) Non Executive Director and 2 (are) Non-Executive Independent Directors. The Chairman of the Board is a Non-Executive Director.

Mr. Ripu Sudan Kundra, Non-Executive Director & Chairman,

Mr. Shaiju Nair, Managing Director,

Mr. Ganpati Chaudhary, Non-Executive Non Independent Director

Ms. Dolly Dhanresha, Independent Director,

Ms. Anita Sethia, Independent Director

Mr. Satyajit Kolay, Chief Financial Officer (CFO) and

Ms. Shraddha Bagwe Company Secretary & Compliance Officer are the Director and KMPs of the Company as on the date of this report.

There is change in the composition of the Board of Directors and KMPs during the year under review:

Sr. No. Name	Designation	Nature of change
1. Mrs. Shilpa Shetty Kundra	Non-Executive Director	(Resigned w.e.f 24.07.2020)
	Non- Independent Director
2. Mr. Darshit Indravadan Shah	Executive Director & CFO	(Resigned w.e.f 31.12.2020)
3. Mr. Nandanadan Mishra	Independent Director	(Resigned w.e.f 26.10.2020)
4. Mr. Mahinderkumar Dayanand Wadhwa	Independent Director	(Resigned w.e.f 03.11.2020)
5. Mr. Satyendra Mohanlal Sarupria	Independent Director	(Resigned w.e.f 05.11.2020)
6. Ms. Dolly Dhanresha	Independent Director	(Appointed w.e.f. 08.09.2020)
7. Ms. Anita Sethia	Independent Director	(Appointed w.e.f 10.11.2020)
8. *Mr. Umesh Kamat	Managing Director	(Appointed w.e.f 19.12.2020)
		(Resigned w.e.f 23.04.2021)
9. Mr. Sumit Mehra	Managing Director	(Appointed w.e.f 01.04.2021)
		(Resigned w.e.f 14.08.2021)
10. Mr. Shaiju Sukumaran Nair	anaging Director	(Appointed w.e.f 27.08.2021)
11. Mr. Ganpati Shankar Chaudhary	Non-Executive Director Non- Independent Director	(Appointed w.e.f 27.08.2021)

*The Company has intimated to the Exchange on 9^th February, 2021 that Mr. Umesh Kamat, Managing Director of the Company has been suspended temporarily due to an investigation going on regarding his personal matter and resigned w.e.f. 23/04/2021,

Independent Director:

Independent Directors have given written declarations to the Company confirming that they meets the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(b) of SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Pursuant to Section 152 of the Companies Act, 2013 Mr. Shaiju Nair (DIN: 09305551), who retires by rotation and, being eligible, offers herself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company.

	Particulars
DIN	09305551
Name	Mr. Shaiju Sukumaran Nair
Fathers Name	Mr. Sukumaran Nair
Date of Birth	18.05.1983
Date of Appointment	27.08.2021
Terms and condition of his appointment	Given in the Agreement
Details of Remuneration	Rs.80,000/-
Expertise in specific functional areas	Management and Client Servicing.
Years of Experience	More than 14 years
Qualification	B. A.
Directorship in Other Companies
Number of Meetings of the Board attended during the year.	Nil
Member/Chairman of the Committees	Audit Committee
No. of shares held as on the date of this notice in own name or in the name of relatives	Stakeholders Relationship Committee
	Nil

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Part D of Schedule II of SEBI LODR, evaluation of every Director’s performance was done by Nomination and Remuneration Committee. The performance evaluation of Non- Independent Directors and the Board as a whole, Committees thereof was carried out by Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. The performance evaluation of the Chairman of the Company was also carried out by Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors.

Structured questionnaires were prepared in accordance with the SEBI Guidelines on Board Evaluation covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflect the overall engagement of the Board and its Committees with the Company and its management and they are fully satisfied with the same.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company and are available at the link http://www.v-ind.com

Policy on appointment of Directors and Senior Management and Remuneration of Directors and Policy on Remuneration of Key Managerial Personnel and Employees have been disclosed on website of the Company and is available at the link http://www.v-ind.com

The Managing Director draws remuneration only from the Company and does not receive any remuneration or commission from any of its subsidiary company.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year, Seven Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, the revised Secretarial Standards 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

DISCLOSURES RELATED TO COMMITTEES & POLICIES:

1. Audit Committee:

The Audit Committee is constituted in conformity with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The details regarding the composition, terms of reference, meetings and attendance of members of Audit Committee of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations. The details regarding composition, term of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report. Your Company has in place a nomination and remuneration policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members.

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with the provisions of Section 178 of the Act and Regulation 20 of the Listing Regulations. The details regarding composition, term of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report, which forms part of the Annual Report.

4. Corporate Social Responsibility:

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure I Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours up to the date of the Annual General Meeting and shall be made available to any shareholder on request. Such details are also available on your Company’s website at: http://www.v- ind.com/

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

There are no material changes and commitments affecting the financial position of the Company which have occurred during the financial year of the Company to which the financial statements relate and the date of this Boards’ Report.

AUDITORS:

a) Statutory Auditor:

In accordance with the provisions of Section 139 of the Companies Act, 2013, the members at the 36^th Annual General Meeting held on 30^th September, 2019 had approved the appointment of M/s. Bansal Bansal & Company, Chartered Accountants, Mumbai, (Firm Registration No: 100986W) for a term of 5 years, to hold office till the conclusion of 40^th Annual General Meeting, As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditor Report:

Auditors Report for the year under review forms the part of this Annual Report. The Auditors has not reported any frauds to the Audit Committee under Section 143(12) of the Companies Act, 2013. The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors’ Report does not contain any qualification, reservation or adverse remark. b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Santoshkumar. K. Pandey (Practicing Company Secretaries), to conduct the secretarial audit of the Company for the financial year(s) commencing on and from 1^st April, 2020. The Secretarial Audit report for the financial year ended 31^st March, 2021, is annexed herewith and marked as Annexure II to this Report. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2020 - 2021 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of the end of the financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has maintained a proper and adequate system of internal controls. The Company has appointed M/s. Saraf Saraf & Associates, Chartered Accountants, as an Independent Internal Auditors who periodically audits the adequacy and effectiveness of the internal controls lay down by the management and suggests improvements. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. Your Company’s internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors’ Reports are regularly reviewed by the Audit Committee of the Board.

RISK MANAGEMENT:

The Company has in place the risk assessment and minimization procedures. It has an appropriate risk management system in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Presently, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction which is uploaded on the Company’s website at https://www.v-ind.com/

All related party transactions that were entered into during the FY 2020 - 2021 were on an arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party Transactions are presented to the Audit Committee. Omnibus approval is obtained for the transactions which are repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions.

The details of Related party transactions are provided in the accompanying financial statements. Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm’s length basis, Form AOC 2 is not applicable to Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and Whistle Blower Policy for its Directors and employees to report concerns about unethical behavior, actual or suspected fraud, actual or suspected leak of UPSI or violation of Company’s Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The said policy has been posted on the website of the Company at the web link https://www.v-ind.com/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

DEPOSITS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review.

SUBSIDIARY:

The subsidiary of the Company based in Dubai, named, Viaan Industries DMCC has stopped its business operation due to non-viable business. The Viaan Industries DMCC has been Liquidated during the Financial year 2020 2021.

The Company does not have any other associate or joint venture or holding Company. The policy for determining material subsidiaries is available on the Company’s website at http://www.v-ind.com

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure III)

DIRECTORS REMUNERATION POLICY:

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees. The detailed Remuneration policy is placed on the Company’s website www.v-ind.com

CONSOLIDATED FINANCIAL STATEMENT:

The subsidiary of the Company based in Dubai, named, Viaan Industries DMCC has stopped its business operation due to non-viable business. The Viaan Industries DMCC has been Liquidated in the Financial year 2020 2021. Therefore, the Company has not consolidated the financial statement of the Company with Viaan Industries DMCC due to it’s liquidation. Also, the Company does not have any associate or joint venture or holding Company.

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

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3) (m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a. in the preparation of the Annual Accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

b. 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 as on March 31, 2021 and of the profit of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared Annual Accounts on a going concern basis;

e. 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.

f. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GENERAL:

No fraud has been reported during the audit conducted by the Statutory Auditors,

Secretarial Auditors and Cost Auditors of the Company.

During the year under review, no revision was made in the previous financial statement of the Company.

During the year ended on 31st March, 2021, there were no cases filed / reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operation in future.

MANAGING DIRECTOR’S CERTIFICATE

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

PRESENTATION OF FINANCIAL STATEMENT:

The financial statements of the Company for the year ended 31st March, 2021 have been disclosed as per the Companies Act, 2013.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2020 - 2021 is attached to the Balance Sheet.

SUSPENSE ACCOUNT/UNCLIAMED SUSPENSE ACCOUNT:

The Company does not have any outstanding shares in the suspense account and is not required to maintain any Suspense Account or Unclaimed Account as required under Schedule V of SEBI (LODR).

GREEN INITIATIVE:

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the dedicated services by the employees of the Company at all levels and the constructive co-operation extended by them. Your Directors would also like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Bankers, Financial Institutions, Customers, Employees, Suppliers, other Business Associates and various other stakeholders.

		For and on behalf of the Board
		For Viaan Industries Limited
	Sd/-	Sd/-
	Shaiju Sukumaran Nair	Ganpati Shankar Chaudhary
	Managing Director	Director
	DIN: 09305551	DIN: 07979103
Date: 27.08.2021
Place: Mumbai

CAUTIONARY STATEMENT:

Statement in the Annual Report describing the Company’s objectives, projections, expectations and estimates regarding future performance may be “Forward Looking Statements” and are based on currently available information. The Management believes these to be true to the best of its knowledge at the time of preparation of this Report. However, these statements are subject to certain future events and uncertainties, which could cause actual results to differ materially from those which may be indicated in such statements.