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Viaan Industries

BSE: 537524|ISIN: INE324N01027|SECTOR: Domestic Appliances
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Directors Report Year End : Mar '16    Mar 15

Director''s Report

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 31stMarch, 2016.

Financial Resu Its

The financial performance of your Company for the year ended March 31, 2016 is summarized below:

(Rupees in Lakhs)

Particulars

2015-2016

2014-2015

Sales

3270.55

33.50

Other Income

25.66

-

Total Income

3296.21

33.50

Total Expenses

3294.03

26.55

Profit/ (Loss)

2.18

6.95

(-) Exceptional Items

0.20

0.70

Profit/ (Loss)Before Tax

1.98

6.25

Tax

(-) Current Tax

0.86

2.00

( ) Deferred Tax

-

-

Net Profit After Tax

1.12

4.25

(-) Extraordinary Items

-

1.25

Net Profit

1.12

3.00

There were no business activities for the first three quarter during the year as the present management took over the Company only in March, 2015 and it ventured into trading of electronic items and Mobiles and its accessories.

Management Discussion and Analysis Report:

To avoid duplication between the Directors Report and the Management Discussion and Analysis Report for the year, we present below a composite summary of performance of the various business & functions of the Company.

Industry Overview

The trend in slowdown in global growth continued during the year. India was the fastest growing large economy with a stable currency that performed better than the most emerging market currencies. The Company has recently launched its mobile products in India & CIS Countries. The Government has come out with various schemes which have made entry level in Mobile sectors very easy. China is the major source of component supplier to various handset makers of India, including our Company. As per latest report there are approx. 104 crore mobile users in India.

Business Overview

The Company is presently active in trading activities of consumer durables & electronic items.

The Company expects substantial turnover in the coming year as the Company is mainly into trading activities of various commodities, consumer durables & electronics items. It has launched its mobile under VIAAN brand name &its has a leverage of the present management of Mr. Ripu Sudan Kundra& Mrs. ShilpaShettyKundra, who are the brand ambassador of the Company & on account of their celebrity status, Company will find that its products can be marketed easily. The Company has got its products registered with BURUEA OF INDIAN STANDARD (BIS) for all its components. The Company is in process of tie-up with various vendors to trade their products through the Company platform, which can easily penetrate into Tier II & Tier III towns/ cities of India. It has launched its products along with dedicated service centre throughout the country in phase manner. There was change in Government policy for trading in Mobiles, which made it mandatory that all parts of Mobiles must be registered with Bureau of Indian Standard (BIS). The Company got Value Added Tax (VAT) Registration in certain states of India. The entire process took more than 10 months to commence commercial trading activities of Mobile items. The Company has been able to generate substantial revenue compare to last year, but there was decline in the profitability of the Company as there were pre-operative & launching expenses.

Future Outlook

The Company expects substantial turnover in the coming year as the Company has received a major order from CIS Countries. It has also tied up with Best Deal TV to sell its products. It has a leverage of present management of Mr. Ripu Sudan Kundra& Mrs. ShilpaShettyKundra, who is the brand ambassador of the Company & on account of their celebrity status, Company will find that its products can be marketed easily. The Company has already appointed franchisee/dealers in various states of India to market its products. The Company is setting up subsidiary Company in Dubai to market its products all over the world except India. The Company is in process of tie-up with other alternative methods like on-line/off-line sales mechanism to market its products into Tier II & Tier III towns/cities of India. As mentioned earlier there are approx. 104 crore mobile users in India & at present the Company is targeting 2% of the total users in the first full year of operations.

Business Performance and Segment Reporting

During the year under review, the company has earned a Net profit of Rs. 1.12 Lacs as against Net Profit of Rs. 3.00 Lacs during the previous year 2014-15. The profitability of the Company has declined as the Company has employed various personnel''s throughout the year & there was launching/ pre-operative expenses for launching the Mobile of the Company, though the income was generated only in the last quarter of the year. The company is engaged in the trading activities of consumer durables, which as per Accounting Standard 17 is considered the only reportable business. Majority of the income is from trading activities, while it has generated an income of Rs. 8.35 as rental income from Mumbai premises. The expenses of the Company have increased as it has taken on rent an office in Mumbai along with Kolkata office.

Manpower

The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to motivate them.

Adequacy of Internal Control

The Company has robust internal control systems in place which are commensurate with the size and nature of the business. The internal controls are aligned with statutory requirements and designed to safeguard the assets of the Company. The internal control systems are complemented by various Management Information System (MIS) reports covering all areas. Increased attention is given to auto generation of MIS reports as against manual reports to take care of possible human errors or alteration of data. The Management reviews and strengthens the controls periodically.

Human Resource Development

The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi-skilling.

Segment-Wise Performance

The Company is into single reportable segment only

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.

Cautionary Statement

Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate, believe, estimate intend, will, expect and other similar expressions are intended to identify Forward Looking Statements. The company assumes no responsibility to amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. Actual results could differ materially from those expressed or implied.

Dividend

The Board of Directors does not recommend any Dividend for the year under review.

Subsidiary Companies

The Company does not have any subsidiary Company.

Share Capital

The Company has issued 5,00,000 Equity shares of Rs. 10/- each at an issue price of Rs. 200/- per share (including share premium of Rs. 190/ - per share) to Promoters and Non-Promoters of the Company on preferential basis. These shares were allotted on 29th October, 2015. The Share Capital of the Company has increased by from 30, 55,070 equity shares to 35, 55,070 equity shares at the end of the year.

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 0.64 lacs have been transferred to the Profit & Loss account.

Particulars o f 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 material 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 annexure - I at board report.

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.

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:

Mr. Ripu Sudan Kundra (alias Raj Kundra)(DIN01785303), who retires by rotation and, being eligible, offers himself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company.

Mr.Ripu Sudan Kundra

Fathers'' Name

BalkrishnaKundra

Date of Birth

09/09/1975

Date of Appointment

11/10/2014

Expertise in specific functional areas

Renewable Energy, Hospitality, trading in commodities, sports, etc

Years of Experience

More than 21 years

Qualification

Under Graduate

Directorship in Other Companies

Nil

Member/Chairman of the Committee

-

No. of shares held in own name or in the name of relatives

915630

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 Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents 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

The Board of Directors have met 5 times and Independent Directors once during the year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. 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.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013.

Key Managerial Personnel

During the year under review Mrs. ShilpaShettyKundra was re - designated as the Executive Director of the Company for the period 1st October, 2015 to 30th September, 2018. During the year under review Mr. DarshitIndravadan Shah was appointed as the Executive Director of the Company for the period 1st June, 2015 to 31st May, 2017. Mr. AshishMurarka, Company Secretary of the Company has resigned from the Company on 30th April 2015. The Board of Directors of the Company places on record his valuable contribution given to the Company during his tenure. At the Board Meeting held on 27th October, 2015, Ms. Dolly Dhanresha was appointed as Company Secretary of Company 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) Rules2014. Mr. Satyen V Saraswat was appointed as CFO of the Company on 27th August, 2015 & he resigned on 1st October, 2015. Mr. Hemant P Vastani was appointed as CFO of the Company on 1st October, 2015 & he resigned on 10th March, 2016.

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. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. 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.

Directors Responsibility Statement

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

i. In the preparation of the annual accounts for the financial year ended 31st March, 2016the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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, 2016.

iii. 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.

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

v. 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.

vi. 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.

vii. 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 2015-16.

Annual Evaluation by the Board o f 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.

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 2015-16 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 Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

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.

Corporate Governance

Pursuant to the SEBI (LODR) Regulations, 2015, a separate section on Corporate Governance forms part of the Annual Report. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2015-16. A declaration to this effect signed by the Executive Director of the Company is contained in this Annual Report. The Executive 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 Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this Report.

Executive Director''s Certificate

A Certificate from the Executive 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

A Secretarial Audit Report for the year ended 31st March, 2016 in prescribed form duly audited by the Practicing Company Secretary M/s. S. K. Pandey is annexed- II herewith and forming part of the report.

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)

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.

Significant and Material Orders passed by the Regulators or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future, except that the trading in the securities was suspended by BSE Limited from 24th December, 2015 & same got resumed from 1st April, 2016, pursuant to Order passed by Hon''ble High Court, New Delhi.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31st March, 2016 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 2015-2016 is attached to the Balance Sheet. Pursuant to the legislation ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013'' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Details as required under the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, are placed on the Company''s website, i.e. www.v-ind.com as an Annexure to the Director Report. Details as required under the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, are placed on the Company''s website, i.e. www.v-ind.com as an Annexure to the Director Report. A physical copy of the same will be made available to any shareholders on request. A cash flow statement for the year 2015-16 is attached with the Balance-Sheet.

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

(Formerly known as Hindusthan Safety Glass Industries Limited)

Sd/- Sd/-

Darshit Indravadan Shah Ripu Sudan Kundra

CEO & Executive Director Director

DIN: 06614591 DIN: 01785303

Place: Mumbai

Date: 17th August, 2016

Source : Dion Global Solutions Limited
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