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Viaan Industries

BSE: 537524|ISIN: INE324N01027|SECTOR: Domestic Appliances
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Directors Report Year End : Mar '18    Mar 16

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2018 is summarized below (Standalone);

(Rupees in lakhs)

Particulars

2017-2018

2016-2017

Sales

10401.91

4062.14

Other Income

17.00

103.46

Total Income

10418.91

4165.60

Total Expenses

10281.69

4155.58

Profit/ (Loss)

137.22

10.02

(-) Exceptional Items

0.00

0.00

Profit/ (Loss)Before Tax

137.22

10.02

Tax

(-) Current Tax

33.73

3.58

(-) Deferred Tax

(0.61)

0.11

Net Profit After Tax

104.10

6.33

(-) Extraordinary Items

0.00

0.00

Net Profit

104.10

6.33

The Company is into development of mobile based games application& trading activities in commodities; metals; electronics items & has business activities in India & abroad during 2017-18. The Company has wholly owned subsidiary Company in Dubai (UAE), which handles entire business activities of the Company, except India region & subsidiary Company has earned substantial revenue & profit during 2017-18. The Company has earned net profit of Rs. 104.10 lacs on Standalone basis during the year compared to net profit of Rs. 6.33 lacs during 2017-18. The Company has earned net profit of Rs. 2783.32 lacs on consolidation basis during the year compared to net profit of Rs. 1070.46 lacs during 2017-18.

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.

SEGMENT-WISE PERFORMANCE

The Company is into single reportable segment only.

DIVIDEND

For the Financial Year 2017-18, your Directors have recommended a dividend of Re. 0.50 per equity share of the face value of Re. 1 each of the Company, i.e. 5 percent, payable to those shareholders whose names appear in the Register of Member as on the Book Closure Date.

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 at its meeting held on 14th August, 2018 has formulated and adopted ''Dividend Distribution Policy''. The Dividend Distribution Policy is attached herewith and marked as Annexure 1 and is also available on the Company''s website at https://www.v-ind.com

COMPLIANCE

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. 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.

OPERATIONS / STATE OF THE COMPANY''S AFFAIRS

The Company has shifted its registered office during the year within the postal limit of Mumbai City. The Company was more aggressive in launching various mobile based games application during the year -Sunny Gill & The Agents of Sniff; Domestic Diva by Shilpa Shetty Kundra (India first celebrity driven cooking theme game) etc, apart from other games which were launched during 2016-17. The Company has successfully completed Season 1 of Match Indian Poker League during November, 2017 & Season 2 was launched during March, 2018. The Company has successfully completed first season of 13 episodes of first live TV Game show Aunty Boli Lagao Boli on Colors TV during September to December, 2017. The Company has held various Analyst/Investors meeting during the year in Mumbai & Singapore.

SUBSIDIARY COMPANIES

The Company has a subsidiary Company in Dubai (UAE). A report highlighting performance of the subsidiaries as per the Companies Act, 2013, and it''s contribution to the overall performance of the Company is provided in the Consolidated Financial Statement The Company does not have any associate or joint venture or holding Company. The policy for determining material subsidiaries is available on the Company''s website athttp://www.v-ind.com.

SHARE CAPITAL

The Company has issued 1500000 convertible equity warrants on preferential basis to the promoters of the Company at an issue price of Rs. 42/- per warrant (including premium of Rs. 41/- per warrant) & these warrants has not been converted into equity as on 31st March, 2018. The Company has issued 1465500 equity shares & 1465500 fully convertible debentures on preferential basis to HT Media Limited, the non-promoters of the Company at an issue price of Rs. 29/- per warrant (including premium of Rs. 28/- per warrant) & these debentures has not been converted into equity as on 31st March, 2018. As at 31st March, 2018 the paid-up capital of the Company was Rs. 108117600/- consisting of 108117600 equity shares of Re.1/- per share.

ACCEPTANCE OF FIXED 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.

RESERVES

Rs 7.46 lakhs have been transferred to the Profit & Loss account on standalone basis & Rs. 4492.25 lakhs on consolidation basis.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website. All related party transactions which were entered into during the year were on arm''s length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material related party transactions under Regulation 23 of the SEBI (LODR) Regulations, 2015. There are no materials transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations, 2015, senior made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had or were deemed to have had personal interest that might have been in potential conflict with the interest of the Company & same was nil.

During the year under review, Company has entered into Related Party which requires disclosure under Section 134 (3) (h) of the Companies Act, 2013and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on transaction with related party is disclosed in at board report. The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link http:/ / www.v-ind.com

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.The Audit Committee of the Board reviews the internal control systems, the adequacy of internal audit function and significant internal audit findings with the management, Internal Auditors and Statutory Auditors.

DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013 Shilpa Shetty Kundra (DIN: 02130254), 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.

Name of Director :

Shilpa Shetty Kundra

Date of Birth :

08-06-1975

Date of Initial Appointment :

24-07-2015

Expertise in specific functional areas:

Entertainment, Hospitality, sports, realty, Jewellery, Yoga etc

Qualifications:

Under Graduate in Commerce Stream

Other Listed Companies in which Directorship is held as on March 31, 2018 :

Nil

Chairman of Committees formed by Board of Other Companies on which he is a Director As on March 31, 2018:

Nil

Member of Committees formed by Board of other Companies on which she is a Director as on March 31, 2018:

Nil

Shareholding in the Company as on March 31, 2018 :

2,74,93,900

Other:

Not Applicable

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 Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI LODR.

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

The following policies of the Company are attached herewith and marked as Annexure 2, Annexure 3 and Annexure 4:

1. Policy on appointment of Directors and Senior Management(Annexure 2)

2. Policy on Remuneration of Directors (Annexure 3) and

3. Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 4)

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

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 websitewww.v-ind.com.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The financial statements of Subsidiary companies under the Companies Act, 2013 are not attached along with the financial statements of the Company. The Company will provide the financial statements of subsidiaries upon receipt of a written request from any member of the Company interested in obtaining the same. The financial statement of subsidiaries will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

NUMBER OF MEETING OF BOARD OF DIRECTORS

During the year, six 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.

KEY MANAGERIAL PERSONNEL

During the year under review Ripu Sudan Kundra (alias Raj Kundra) was re - designated as the Chairman & Managing Director of the Company. During the year under review Mr. Darshit Indravadan Shah was re-designated as the CFO/Executive Director of the Company. Ms. Shumaila Sernobathas resigned as Company Secretary of Company from 31st May, 2017 & Ms. Kiran Jadhav was appointed as Company Secretary of the Company on 27th September, 2017 and designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Sekhri Kanodia& Associates, Chartered Accountants, Mumbai, hold office up to the conclusion of the ensuing Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the above auditors whose appointment is proposed to be ratified, to the effect that they are eligible to continue as Statutory Auditor of the Company. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

AUDITORS REPORT

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.

DIRECTORS RESPONSIBILITIES STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2018.

c. The Directors have taken sufficient and proper 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 material fraud and other irregularities.

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f. That 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.

g. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2017-18.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Information on the manner in which the annual evaluation has been made by the Board of its own performance and that of its Committee and individual Directors is given in the Corporate Governance Report.

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 8 to this 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/.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report. The recommendation by the Audit Committee as and when made to Board has been accepted by it.

RISK MANAGEMENT

The Company has in place a process to inform the Board about 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.

VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report. The Company has established a vigil mechanism by adopting Whistle Blower Policy for stakeholders including directors and employees of the Company and their representative bodies to report genuine concerns in the prescribed manner to freely communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company''s Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimisation of stakeholders who use such mechanism. It provides a mechanism for stakeholders to approach the Chairman of Audit Committee.

During the year, no person was denied access to the Chairman of the Audit Committee or to the Chairman of the Company or to the Corporate Governance Cell. The Whistle Blower Policy of the Company is available at web link http://www.v-ind.com

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.

MANAGING DIRECTOR''S CERTIFICATE

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

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.

SECRETARIAL AUDIT REPORT

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 M/s. Santoshkumar. K. Pandey Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year(s) commencing on and from 01st April, 2017. The Secretarial Audit report for the financial year ended 31st March, 2018, is annexed herewith and marked as Annexure 5 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 - 6)

GENERAL

- The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

- 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, 2018, 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.

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.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31st March, 2018 have been disclosed as per Schedule III to 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 20172018 is attached to the Balance Sheet. A physical copy of the same will be made available to any shareholders on request.

CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board

For Viaan Industries Limited

SD/- SD/-

Ripu Sudan Kundra Darshit Indravardhan Shah

Managing Director Executive Director & CFO

DIN: 01785303 DIN: 06614591

Place: Mumbai

Date: 14.08.2018

Source : Dion Global Solutions Limited
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