The Board of Directors take pleasure in presenting the Fifty Ninth Annual Report
including inter-alia Directors’ Report, its annexures and audited financial statements
(including standalone financial statements along with respective Auditors’ Report
thereon) for the year ended 31st March 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the period ended 31st March, 2024 has been as
under:

2. PERFORMANCE REVIEW:

The total revenue of the Company for the financial year on standalone basis under review
was nil. The Company incurred a net loss of Rs. 27,69,366.00/- (Rupees Twenty Seven
Lakhs Sixty Nine Thousand Three Hundred Sixty Six) during the year under review as
against a net loss of Rs. 65,47,672.00/- (Rupees Sixty Five Lakh Forty Seven Thousand
Six Hundred Seventy Two) in the previous financial year

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under
Management Discussion and Analysis report, which has been prepared, inter-alia, in
compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and forms part of this Report

4. DIVIDEND

The Directors have decided not to recommend any dividend for the year 2023-24
keeping in mind the performance of the Company.

5. TRANSFER TO RESERVES

As per the approved Resolution Plan, the Company has extinguished the Balance
Financial Creditors’ Debt (including that owed to the Related Parties) and Other
Operational Creditor dues on the Effective Date i.e, 06.02.2024 by transferring the
difference amount to Capital Reserves Account.

During the period under review no amount has been transferred to general reserve.

6. CHANGE IN THE NATURE OF BUSINESS

Prior to the approval of the Resolution Plan during the review period, the Company was
not carrying on any business activity. Post approval of the Resolution Plan, the new
promoter proposes to commence new business activity. The new Board of Directors of
the Company in its meeting held on 08^th May, 2024 proposed changes in the object
clause of the Company, subject to approval of shareholders, to include production and
selling of shoes and allied products.

7. UNPAID/ UNCLAIMED DIVIDEND

There is no unclaimed dividend lying in the Unpaid Dividend Account.

8. CHANGE IN SHARE CAPITAL

During the Financial Year 2021-22, the Company was admitted into Corporate
Insolvency Resolution Process (’CIRP’) on application filed by Cash Ur Drive
Marketing Private Limited, under Section 7 of the Insolvency and Bankruptcy Code,
2016 read with the rules and regulations framed thereunder, as amended from time to
time (“Code”), the NCLT vide its order (“Admission Order”) dated March 11, 2022.

The CIRP was terminated by the NCLT vide its order dated 06^th February, 2024 (‘CIRP
Termination Order’). Accordingly in view of the CIRP Termination Order:

8.1 As per the Resolution Plan and Termination Order, the promoter infused the share
capital of Rs.1,00,00,000 (Rupees One Crores only) towards subscription of Equity
shares and accordingly payments were made towards dues of CIRP cost, financial

creditors, operational creditors as per the terms of the Resolution Plan.

8.2 The Monitoring Committee in its meeting held on 05^th April, 2024 also approved the
following in terms of approval of Resolution Plan:

8.2.1 Cancellation of 5,41,64,203 Equity Shares of Re.1 Each fully paid up held by the
erstwhile Promoters as on 06.02.2024.

8.2.2 Issue of 94,60,097 new Equity Shares of Re. 1 Each fully paid up to the new promoters
of the Company.

8.2.3 Cancellation of 5,55,38,994 Existing Equity shares held by the various categories of the
non-promoters group (Public) as on 06.02.2024, on proportionate basis, individually.

8.2.4 Continue / Issue 5,39903 equity shares of Re. 1 each in the category of non-promoters
group ( Public ) on proportionate basis individually, in terms of Securities Contract
Regulation Rules, 1957, subject to the permissions, if any, required to be obtained from
any Statutory Authorities.

9. INTERNAL CONTROL

The Company has in place and established internal control system designed to ensure
proper recording of financial and operational information and compliance with various
internal controls and other regulatory and statutory compliances. Code of Internal
controls which require that the Director review the effectiveness of internal controls and
compliances controls, financial and operational risks, risk assessment and management
systems and related party transactions, have been complied with.

Company’s Policies on Remuneration, Whistle Blower and also Code of Conduct
applicable to Directors and Employees of the Company has been complied with.

10. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER
SECTION 143(12) OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 134(3) (ca) of the Companies Act, 2013, it is hereby
confirmed that during the year 2023-24 there have been no frauds reported by the
Auditor.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes or commitments except the implementation to
activities specified in the Resolution Plan

12. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:

Pursuance to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26,
2018, read with SEBI Circular No. SEBI/ HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172
dated October 19, 2023, the Directors confirm that the Company is not defined as a “Large

Corporate” as per the framework provided in the said Circular. Further, your Company
has not raised any funds by issuance of debt securities.

13. REVESION OF FINANCIAL STATEMENTS

There was no revision in the financial statements for the year under review.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013\

The Company was under the control of the resolutional professional during the financial
year 2023-24. Therefore, the present management is unable to provide any information
on compliance with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

15. DISCLOSURES UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has not appointed any board members on its board during the financial
year 2023-24.

16. RISK MANAGEMENT

The Company follows a comprehensive system of Risk Management. Your Company
has adopted a procedure for assessment and minimization of probable risks. It ensures
that all the risks are timely defined and mitigated in accordance with the well-structured
risk management process.

17. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”)
read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is required
to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by

the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven
years and therefore no amount is required to be transferred to Investor Education and
Provident Fund under the Section 125(1) and Section 125(2) of the Act.

18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company did not have any Subsidiary/Joint Venture/Associate Companies during
the year under review.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

There is no significant and material order(s) passed by any regulators or courts which

would impact the going concern status of the Company and its future operations.

Any order, if any, pertains to the period when the Company was undergoing CIRP, by
virtue of provisions of Insolvency and Bankruptcy Code, 2016 the same would not
impact the going concern status of the Company

20. ANNUAL RETURN

Since the new promoter(s) have acquired the Company by submission of Resolution
Plan, it is in the process of designing a new functional website. As on date, the Company
does not have any functional website.

21. MANAGEMENT’S DISCUSSION AND ANALSYS

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR)
Regulation provides an overview of the affairs of the Company, its legal status and
autonomy, business environment, mission & objectives, sectoral and segment-wise
operational performance, strengths, opportunities, constraints, strategy and risks and
concerns, as well as human resource and internal control systems.

The Company did not have any operations during the financial year 2023-24 and the
current management is in the process of infusing new business in the Company. Thus
disclosures under this section are not made.

22. DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the SEBI Listing Regulations, the
Company had formulated a dividend distribution policy, which sets out the parameters
and circumstances to be considered by the Board in determining the distribution of
dividend to its shareholders and/or retaining profit earned.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company was non-operational during the financial year 2023-24 therefore
disclosure under this section are not provided.

24. EVALUATIO OF BOARDS’ PERFORMANCE

During the period under review the Company was under the control of resolution
professional therefore no evaluation of Boards’ performance has been carried out.

25. NUMBER OF BOARD MEETINGS

The Corporate Insolvency Resolution Process (CIRP) of the Company has been in effect
from 11th March 2022, as per the order passed by Hon’ble National Company Law
Tribunal, Mumbai Bench.

The powers of the Board of Directors have been suspended w.e.f. 11th March 2022 upto
06^th February, 2024.

Therefore, no board meeting was held during the year 2023-2024.

26. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT,

PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has framed a Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors’ qualifications, positive attributes, Independence of
Directors and other related matters as provided under Section 178(3) of the Companies
Act, 2013 based on the recommendation of Nomination and Remuneration Committee.

The Board of Directors has, based on the recommendation of the NRC of the Company,
approved the policy on Directors appointment and remuneration for Directors, KMP and
other employees.

27. CORPORATE GOVERNANCE

The Company has implemented all of its major stipulations as applicable to the
Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR)
Regulations, 2015, a report on Corporate Governance is appended as Annexure - A for
information of the Members.

28. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the
applicable Securities laws. The Insider Trading Policy of the Company lays down
guidelines and procedures to be followed, and disclosures to be made while dealing with
shares of the Company, as well as the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting of deals by employees and to
maintain the highest ethical standards of dealing in Company securities.

29. ACCOUNTING TREATMENT

The Audited Financial Statements of your Company as on March 31, 2024, are prepared
in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the
provisions of the Companies Act, 2013 (“Act”).

30. DIRECTORS AND KEY MANAGERIAL PERSONNEL

By virtue of the CIRP Termination Order, then the Board of Directors and KMPs of the
Company were replaced with the following directors and KMPs

Appointments:

Cessations and Resignations:

31. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board
of Directors state that:

a) In the preparation of the annual accounts for the financial year ended March 31,
2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

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;

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; and

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

32. COMMITTEES’ MEETINGS

The Corporate Insolvency Resolution Process (CIRP) of the Company has been in effect
from 11th March 2022, as per the Orders passed by Hon’ble National Company Law
Tribunal, Mumbai Bench. The powers of the Board of Directors/Committee members
have been suspended w.e.f. 11th March 2022. Therefore, no committee meeting was
held during the year 2023-2024.

33. DECLARATION BY INDEPENDENT DIRECTORS

During the period under review, the company was under CIRP. Hence, Company has
not received any Declaration by Independent Director.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

The details of the loans, guarantees and investments, if any made by the company are
given in the notes to the Financial Statements.

35. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business
transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for all listed Companies. During the
period under review, the Company is undergoing Corporate Insolvency Resolution
Process (CIRP) and is currently designing a new functional website. As of now, the
Company does not have a working website. Once operational, all policies will be
accessible on the Company's website.

The Policies are reviewed periodically by the Board and updated on the basis of
requirement in accordance with revision in compliance guidelines.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

37. 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. During the period under review, the Company has not
engaged in any transactions with its related parties.

38. PARTICULARS REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The required information as per Sec.134 (3) (m) of the Companies Act, 2013 is provided
is furnished in Annexure “B” and is attached to this report.

39. LISTING

Your Company’s Equity Capital is listed on the Bombay Stock Exchange. The Company
confirms that it has paid annual listing fees due to these stock exchanges for the year
2023-24.

40. SECRETARIAL AUDIT

The present management got control of the Company after the financial year ended 31^st
March, 2024 therefore due to insufficient of records it is unable to carry out secretarial
audit for the financial year ended 31^st March, 2024. The present management is in the
process for seekig waiver for the same from the regulators.

41. PARTICULARS OF EMPLOYEES

The information 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 cannot be furnished due to insufficient records.

42. DEPOSITS

The Company has not either invited or accepted or renewed deposits from the members
and public during the financial year ended 31st March 2024, under Chapter-V of the
Companies Act, 2013.

43. STATUTORY AUDITOR

M/s. Ashwani & Associates, Chartered Accountants (ICAI Firm Registration Number
000497N) were appointed as Statutory Auditors by the Company for the Financial Year
2023-2024.

The Report given by M/s. Ashwani & Associates, Chartered Accountants (ICAI Firm
Registration Number 000497N), Statutory Auditors on the Financial Statements of the
Company for the FY 2023-24 is a part of this Annual Report. The Auditors Report does
not contain any modified opinion.

44. INTERNAL AUDITOR

There was no internal auditor appointed in the Company for the financial year 2023-2024.

45. COST AUDITOR

Maintenance of cost records as specified by the Central Government under Section 148
of the Companies Act 2013 is not applicable to the Company during the year under
review.

46. SECRETARIAL AUDITOR

During the period under review, the company was under CIRP. Hence, Secretarial auditor
was not appointed for the secretarial audit of the Company.

47. DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE

NON-EXECUTIVE INDEPENDENT DIRECTOR VIS-A-VIS THE COMPANY.

There are no pecuniary relationships or transactions of the non-executive independent
director vis-a-vis the Company for the period ending March 31, 2024.

48. GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing 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 address is available with Company.
Your Company would encourage other Members also to register themselves for receiving
Annual Report in the electronic Report form.

49. OTHER DISCLOSURES

The particulars as required under Section 134(3) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014, are given below:

i. The Company has in place adequate internal financial controls with reference to
financial statements and such controls are adequate and are operating effectively

ii. There are qualified opinion/s made by the Statutory Auditors/secretarial auditor
which are self-explanatory in their respective reports.

iii. The Nomination & Remuneration Committee of the Board has laid down the policy
on Director’s appointment, remuneration and criteria for determining qualifications,
independence of directors, etc. Para-1 of the Corporate Governance Report
discloses the criteria for payment of remuneration to Non-Executive Directors and
details of remuneration paid to the Managing Director and that the Company does
not have Stock Option Scheme.

iv. The Company has not entered into contract with related parties within the meaning
of Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies
(Meetings of Board and its Powers) Rules, 2014.

v. The present directors of the Company are not competent to dispose whether the
applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the
Board of Directors’ and ‘General Meetings’, respectively have been duly followed
by your Company during the financial year 2023-24.

50. ACKNOWLEDGMENTS

The Board of Directors wish to express appreciation for the support and co-operation of
the Committee of Creditors, various departments of Central and the State Governments,
Bankers, Financial Institutions, Suppliers, Employees and Associates.

The Board of Directors places its gratitude and appreciation for the support and

cooperation from its members, regulators, banks and financial institutions.
For and on behalf of Viaan Industries Limited

Sd/- Sd/-

Mr. Hemant Jindal Mr. Monika Jindal

Managing Director Director

DIN: 00238742 DIN-07461151

Date: 15.10.2024 Date: 15.10.2024

Place: New Delhi Place: New Delhi