Dear Members,
Your Board of Directors are pleased to present the Company?s 38th
Annual Report and the Company?s Audited Financial Statement (Standalone &
Consolidated) for the financial year ended March 31, 2023.
FINANCIAL PERFORMANCE
The Financial Results and performance of your Company for the year
ended 31st March, 2023 on Standalone and Consolidated basis is summarized
below:
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Turnover |
1146.69 |
1519.23 |
1281.40 |
1,634.18 |
Other Income |
161.30 |
55.60 |
223.66 |
55.60 |
Total Income |
1307.99 |
1574.83 |
1505.06 |
1,689.78 |
PBIDT |
(3.64) |
185.62 |
(95.08) |
180.91 |
Less:(i) Interest |
123.91 |
147.32 |
123.91 |
147.32 |
(II) Depreciation |
24.47 |
29.15 |
24.47 |
29.15 |
Profit Before Exceptional Items and Tax |
(152.02) |
9.15 |
(53.30) |
4.44 |
Exceptional Items |
- |
- |
- |
|
Profit Before Tax |
(152.02) |
9.15 |
(53.30) |
4.44 |
Less: Provision for Tax |
|
|
|
|
-Current |
- |
- |
5.68 |
1.76 |
- Previous year?s tax provision |
63.62 |
|
63.62 |
- |
-Deferred |
(31.47) |
(0.71) |
(31.47) |
(0.71) |
Profit After Tax |
(184.17) |
9.86 |
(91.13) |
5.15 |
Total Other Comprehensive Income |
(2.54) |
- |
(2.54) |
- |
Total Comsprehensive Income |
(186.71) |
9.86 |
(93.67) |
5.15 |
Earnings Per share ( EPS) |
(0.35) |
0.02 |
(0.17) |
0.01 |
PERFORMANCE SUMMARY AND STATE OF AFFAIRS
Your Board of Directors admit that FY 2022-23 was yet another year of
low turnover, hardships in terms of cash flows and funds flows and cascading delayed
statutory payments. Despite concerted efforts of your management, the Company could not
out do the uncertain economic conditions prevalent across the globe.
Your Company reported a very mediocre performance for the FY2022- 23,
with a topline of Rs.1146.69 lacs as against Rs.1519.23 lacs for the FY 2021-22 and a
bottomline loss of Rs.184.17 lacs for the FY 2022-23 as against the profit of Rs.9.86 lacs
for the FY 2021-22.Though the Company?s performance was not at expected levels, your
management deserves to be appreciated for their efforts towards company?s
sustainability in the long term.
As you are aware, our business depends largely on government orders,
especially space and defence sectors, which were put on back burner, owing to paradigm
shift amidst the pandemic chaos. Owing to various policy decisions and cascading delays,
the adverse impact spilled over to the FY 2022-23 and we could not generate expected
revenues during the FY 2022-23.
A comparative analysis at Consolidated Level and at Standalone Level,
year on year basis is hereunder:
Consolidated Level
As you are aware, we have a Wholly Owned Subsidiary in Singapore under
the name and style "Vama Technologies Pte Ltd., (WOS) which has been contributing
positively to the topline as well as to the bottomline of the Company at consolidated
level. However, owing to change in governments policy as regards international trade /
foreign payments, we are conducting most of our business though our Company itself and
hence the contribution of our WOS to the consolidated performance may appear to be on the
declining trend. However, our WOS will continue to play its supporting role in enhancing
the businessof our Company. At consolidated level, we have an operational income of Rs.
1281.40 lacs for the FY 2022-23 as against Rs. 1634.18 lacs for the FY 2021-22. Similarly,
we recorded a Loss of Rs.91.13 lacs for the FY 2022-23 as against a PAT of Rs.5.15 lacs
for the FY 2021-22.
Standalone Level
At Standalone Level, we have achieved an operational turnover of
Rs.1146.69 lakhs and incurred a Net Loss of Rs.184.17 lacs for the FY 2022-23 as against
an operational turnover of Rs.1519.23 lacs and a Net Profit of Rs.9.86 lacs for the FY
2021-22.
We do not propose to transfer any amount to the Reserves for the
current Financial Year.
Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013 and
applicable Accounting Standards and principles, the audited financial figures of our
Wholly owned Subsidiary have been merged and consolidated with that of our Company and the
audited consolidated Financial Statements are provided in the Annual Report.
Performance of Vama Technologies Pte Ltd., a WOS of the Company
Particulars |
2022-23 |
2021-22 |
|
USD |
INR |
USD |
INR |
Revenue from operations |
1,58,623 |
1,34,70,715 |
1,53,599 |
1,14,47,733 |
Profit/loss for the year after meetingall |
|
|
|
|
expenses before Interest, |
|
88,43,936 |
|
|
Depreciation & Tax) |
99,802 |
|
(14,596) |
(10,87,840) |
Less: |
|
|
|
|
Interest |
- |
- |
|
- - |
Depreciation and other write off |
- |
- |
|
- - |
Provision for Taxation |
(6,912) |
(5,68,305) |
(1,202) |
(89,585) |
Net Profit/Loss |
92,890 |
82,75,631 |
(15,798) |
(11,77,425) |
BUSINESS OPERATIONS AND OUTLOOK
VAMA is engaged in providing solutions to Space and Defense customers
and also supporting Cloud Projects to niche clients. Further, VAMA has also been
implementing projects all over Indiafor Defense, Space, C-DAC, sectors and is taking up
turnkey projects.
Further, your Company has also been supporting High Performing
Computing Services and cloud services which are in high demand globally. With India
becoming a dominant player in the Space sector, ISRO has been launching multiple
satellites and the need for Data Centre infrastructure is increasing rapidly. ISRO
istrying to increase its capacity to deliver by scaling up the frequency of launches by
building more satellites and lowering the cost of access to space. VAMA is bidding for
infrastructure projects. With the growth in Space and Defense sectors we are confident
that we will continue to get opportunities to work on major turnkey projects.
VAMA has increased the sales and marketing activities for the
international market especially for the Engineering Services and ITES business. Vama is
working on IOT Projects and support services for IOT. We are confident that with the
increase in sales and marketing activities, our domestic as well as international business
will report better performance.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY & NATURE OF
BUSINESS
There have been no material changes and commitments affecting the
financial position of the company between the end of the financial year and the
date of this report. Despite the said, as discussed above, the impact of Covid-19 may have
its ownripple effect on the business operations of the Company.
Further, we draw your attention to Note 2.41 to the Standalone
Financial Statement for more discussion on the captioned matter.
NATURE OF BUSINESS
There has been no change in the nature of business of your Company
during the FY ended 31st March, 2023.
DIVIDEND
In view of the loss incurred for the FY 2022-23 and the current
turbulent phase, your Board of directors does not recommend any dividend for the financial
year under report.
Pursuant to Regulation 43A of SEBI (LODR) Regulations, 2015 we have
framed a Dividend Distribution Policy and the same is herewith annexed as Annexure
IX? to this Report. The Dividend Distribution Policy is posted on the website
of the Company and may be accessed at
https://www.vamaind.com/Policies/Dividend_Distribution_Policy.pdf.
ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL
During the FY 2022-23, there was no change in the share capital of the
Company. The Capital Structure, as on date, stands as follows:
? Authorised Capital: Rs.11 Crores
? Issued, subscribed and Paid-up Capital: Rs.10.51 Crores
SUBSIDIARY, JOINT VENTURES &ASSOCIATE COMPANIES
As you are aware, Vama Technologies Pte Ltd.," the Wholly Owned
Subsidiary in Singapore, is engaged in the business of Information Technology (IT) and IT
enabled services. For the FY ended 31st March, 2023, it has recorded a turnover of USD
1.59 lacs.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing the salient features of the financial statements of the
Subsidiary in the prescribed format AOC 1 is provided as Annexure-I to this
Report. The statement also provides the details of performance, financial position of the
said subsidiary.
Further, we undertake that the Annual Accounts of the subsidiary
Company and the related detailed information will be made available to the shareholders of
the Company and to the shareholders of the subsidiary company seeking such information at
any point of time. Further, the Annual Accounts of the subsidiary Company shall also be
kept for inspection by any shareholder at our Registered office and that of the
subsidiary Company.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statement and related
information of the Company and audited accounts of the subsidiary, are available on our
website, www.vamaind.com.
The Company does not have any other subsidiary / wholly owned
subsidiary apart from Vama Technologies Pte Ltd., which was incorporated in the FY
2016-17. Further, there were no instances of any new subsidiary / joint venture or
associate Company becoming or ceasing to be as such during the year under review.
The policy on material subsidiaries as per SEBI (LODR) Regulations,
2015 as approved / reviewed by the Board is uploaded on the website of the Company and may
be accessed at https://www.vamaind.com/Policies/Material_Subsidiary_Determination_
Policy.pdf
Disclosure under Regulation 34(3) read with Schedule V of the Listing
Regulations Related Party disclosure as per Schedule V of the Listing Regulations
Sl. No. |
In the Accounts of |
Particulars |
Amount at the year ended 2022-23 |
Maximum amount outstanding During the
year 2022-23 |
|
|
|
(Rs. In lacs) |
(Rs. In lacs) |
1 |
Vama Industries Limited (Holding Company) |
Loans/advances to subsidiaries Vama Technologies Pte Ltd
(Wholly owned subsidiary) Loans/advances to associates Loans/advances to firms/ companies
in which |
NIL NA |
NIL NA |
|
|
Directors are interested |
Nil |
Nil |
2 |
Vama Industries Limited (Holding Company) |
Investment by the Loanee in the shares of parent company/
subsidiary company when the company has made a loan or advance |
NA |
NA |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the following changes took place in the
Board of Directors of the Company:
Ms. Jonnada Vaghira Kumari (DIN: 06962857), who was initially appointed
as Additional Director, effective 19.10.2021, was appointed as an Independent Director of
the Company for a period of 5 years by the members in their AGM held on 30th
September,2022. Further in the same AGM, Ms. Rama Sravanthi Rambatla (DIN: 07098278) was
reappointed to the office of Director of the Company, who subsequently resigned, effective
24.02.2023, due to her professional and personal obligations.
Further Mr. M. Satish (DIN:09115483) resigned from his office of
Independent Director effective 24.02.2023 due to his professional and personal
obligations.
Further, based on the recommendation of Nomination and Remuneration
Committee, Ms. Shilpa Kotagiri (DIN: 09245806) was appointed as Additional Director
(Independent category) by the Board of the Company, effective 24th February 2023 who was
subsequently appointed as Independent Director for a period of 5 years by the members
through the process of Postal Ballot.
Further, based on the recommendation of Nomination and Remuneration
Committee, Ms. V. Parvathi (DIN: 01240583) was reappointed to the office of Whole-time
Director of the Company (designated as Executive Director) for a period of 3 Years, at a
remuneration of Rs.19000 per month, effective 10.09.2023. The said appointed is proposed
to the members for their approval. Corresponding resolution forms part of Notice.
Pursuant to the provisions of Section 152 of the Companies Act, 2013
Mr. V. Atchyuta Rama Raju (DIN: 00997493) retires by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment.
Ms. Lakshmi Tejaswi was appointed to the office of Chief Financial
officer of the Company effective 28th September, 2022 in place of Mr. Siva Gavi Reddy who
has resigned from the said office.
Subsequently Ms. Archana Pabba has been appointed to the office of
Chief Financial officer of the Company effective 29th May, 2023 in place of Ms. Lakshmi
Tejaswi.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received respective declarations from all its
Independent Directors confirming that they meet the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of
SEBI (LODR) Regulations,2015.
Independent Directors of your company have duly met on 24th February,
2023 to discuss the performance of the Non-Independent Directors. All the independent
Directors were present during the meeting.
In the opinion of the Board, all the Independent Directors of the
Company possess integrity, expertise, and experience justifying their respective office.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, it is stated
that a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any,
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 ofthe
financial year, 2022-23 and of the profit 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.
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.
COMPOSITION OF BOARD COMMITTEES
We have in place all the Committees of the Board which are required to
be constituted under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A detailed note on the Board and its committees is
provided under the Corporate Governance Report section in this Annual Report.
Subsequent upon the resignation of Mr. M. Satish and Ms. R. Rama
Sravanthi from the Board of Directors, and further upon the appointment of Ms. Shilpa
Kotagiri as an Independent Director, the current composition of committees stand as
hereunder:
Audit Committee |
|
Ms. Jonnada Vaghira Kumari |
Chairperson |
Mr. S.B.V. Subramanyam Alumolu |
Member |
Ms. Shilpa Kotagiri -- |
Member |
Nomination and Remuneration Committee |
|
Mr. S.B.V. Subramanyam Alumolu |
Chairman |
Ms. Jonnada Vaghira Kumari |
Member |
Ms. Shilpa Kotagiri - |
Member |
Stakeholders Relationship Committee |
|
Mr. S.B.V. SubramanyamAlumolu |
Chairman |
Ms. Jonnada Vaghira Kumari |
Member |
Ms. Shilpa Kotagiri -- |
Member |
Risk Management Committee |
|
Ms. Jonnada Vaghira Kumari |
Chairperson |
Mr. V. Atchyuta Rama Raju |
Member |
Ms. V. Parvathi |
Member |
Further, we have in place a Committee under the name and style
"Internal Complaints Committee" which looks into various matters concerning
harassment, if any, against women at workplace. Details of composition etc., of the said
committee are provided in the section on Corporate Governance.
BOARD EVALUATION
In terms of the requirements of the Companies Act, 2013 and the Listing
Regulations, an annual performance evaluation of the Board is undertaken where the Board
formally assesses its own performance with an aim to improve the effectiveness ofthe Board
and that of the Committees.
During the year, Board Evaluation process was conducted by the Company
internally which included the evaluation of the Boardas a whole, Board Committees and peer
evaluation of directors. While carrying out the evaluation process, industry practices are
also examined and applied, to the extent feasible. Further, the Independent Directors
carried out annual performance of the Chairman. The exercise was led by the chairman of
Nomination and Remuneration Committee of the Company. The evaluation process focused on
various aspects of the functioning of the Board and Committees such as composition of the
Board and its committees, experience and competencies, performance of special duties and
obligations, governance issues etc. As an outcome of the exercise, it was noted that the
Board as a whole is functioning as cohesive body which is well versed with different
perspectives. Further, performance evaluation was also carried out for Ms. Jonnada Vaghira
Kumari, Ms. Rama Sravanthi Rambatla & Ms. Shilpa Kotagiri, who were appointed /
reappointed to their respective office of Non-Executive Independent Directors /
Non-Executive Directors of the Company.
Further, performance evaluation was also carried out for Ms. V.
Parvathi, who was reappointed to the office of whole time Director of the Company.
POLICY ON DIRECTORSf APPOINTMENT, REMUNERATION ETC.,
We have devised the following policies, which are attached herewith and
marked as Annexure VII and VIII respectively: a. Policy for selection of
Directors and determining Directors Independence; and evaluation mechanism. b.
Remuneration Policy for Directors, Key managerial Personnel and other employees.
The aforesaid policies are uploaded on the website of the Company and
may be accessed at i.
https://www.vamaind.com/Policies/Policy_for_Selection_of_Directors.pdf and ii.
https://www.vamaind.com/Policies/Remuneration_Policy.pdf
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, the Board meetings were scheduled at
regular intervals to discuss and decide on business performance, policies, strategies and
other matters of significance.
The Board duly met 10 times during the Financial Year 2022-23 i.e. 28th
April, 2022, 28th May, 2022, 01st July, 2022, 10th
August, 2022, 02nd September, 2022, 28th September, 2022, 12th
November 2022, 5th December 2022, 14th February 2023 and 24th February
2023. The intervening gap between any twoconsecutive Board Meetings was within the period
prescribed under the provisions of the Companies Act, 2013.
Detailed information regarding the meetings of the Board, Committees,
Directors attendance etc., is provided in the report on
Corporate Governance, which forms part of the Board?s Report.
RISK MANAGEMENT
We have a Risk Management Committee and a Risk Management Policy in
accordance with Companies Act 2013 and Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, in place, to frame, implement and monitor the
risk management plan and ensuring its effectiveness. The Committee?s primary role is
to identify potential risks, develop compatible Risk Management Systems and framework or
modify the existing ones to make the same adaptable and to mitigatethe risk appropriately.
We have been following the principle of risk minimization vis a vis our
business needs and the industry norms.
Further, it is entrusted with the responsibility to assist the Board in
(a) overseeing and approving the Company?s enterprise wide risk management framework
and (b) overseeing that all the risks that the organization faces such as financial,
liquidity, security, property, IT, legal, regulatory, reputational and other risks that
have been identified and assessed.
The details of the Committee and its terms of reference are set out in
the Corporate Governance Report attached herewith. Our Risk Management Policy may be
accessed at: https://www.vamaind.com/Policies/Risk_Management_Policy.pdf
INTERNAL FINANCIAL CONTROL SYSTEMS
We have developed and designed our Internal Financial Control Systems
on par with Industry standards. We have adopted policies and procedures which enables
implementation of appropriate internal financial controls across the organization at
allkey levels. This ensures orderly and efficient conduct of business, including adherence
to the Company?s policies, safeguarding of assets, prevention and detection of fraud,
error reporting mechanism, accuracy and completeness of the accounting records, and timely
preparation of reliable financial disclosures. Internal Financial Controls are an integral
part of the Risk Management Process, addressing financial and financial reporting risks.
The Internal Financial Controls have been documented, digitized and embedded in the
business process.
We conduct regular management reviews in order to ascertain the
effectiveness of our Internal Financial Controls. Further, itis also obtained through our
management reviews, control self-assessment, continuous monitoring by functional experts
as well as testing of the Internal Financial Control systems by the Internal Auditors
during the course of audits. We believe thatthese systems provide reasonable assurance
that our Internal Financial Controls are commensurate with the requirements of our
organization.
AUDITORS
Statutory Auditors:
M/s. P. Suryanarayana & Co., Chartered Accountants (Firm
Registration Number: 009288S) who were appointed as the Statutory Auditors of the Company
at the 37th Annual General Meeting held on 30th September, 2022 for
a period of 5 years shall continue to hold their office as such till the conclusion of 42nd
Annual General Meeting. The Statutory Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.
Auditors Observation(s)& reply thereto:
As regards the reported delays in depositing undisputed statutory dues,
(para vii in the Annexure B to the Report) wewould like to mention that the
irregularity and the delays were caused purely on account of liquidity crisis and funds
flow arising out of the cascading impact of pandemic, beyond the control of the
management. Most of the said dues have been either paid as on date or will be paid very
shortly. It shall be ensured that such delays are not repeated in the future, once the
normalcy is restored. Further the Notes on Financial Statements referred in the Auditors
Report are self-explanatory and do not call for any further comments.
Internal Auditors:
The Board of Directors, based on the recommendations of the Audit
Committee has reappointed Mr. Goda Sreenivasa Karthik Siva Charan, Chartered Accountant
(M.No 243653) as the Internal Auditors of the Company. The Internal Auditors submit their
Report on quarterly basis and the same is placed in the respective Meetings of the Audit
Committee and that of the Board of Directors.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Company has appointed Anand Kumar C Kasat, proprietor, Kasat & Associates, Company
Secretaries in practice, to undertake the secretarial audit of the Company for the FY
2022-23.
The copy of Secretarial Audit Report, is attached herewith and marked
as Annexure II.
Observation(s) & reply thereto:
As regards delay in filings of forms / returns with MCA and Reports
with STPI, we would like to clarify that the instancesof delay reported by the Secretarial
Auditor were clerical in nature and are self-explanatory. In view of the said, no further
explanation is being provided thereon. The management shall ensure that such delays are
not repeated in the future.
REPORTING OF FRAUDS
During the year under review, there was no instance of fraud, which
required the Statutory Auditors to report to the Audit Committee and /or Board under
Section143(12) of the Companies Act, 2013 and the rules made there under.
COST RECORDS:
We confirm that the maintenance of cost records has not been specified
by the Central Government under section 148(1) of the Companies Act, 2013 and hence
accounts and records related thereto are not required to be made or maintained.
SECRETARIAL STANDARDS:
We confirm that applicable secretarial standards i.e., SS-1 and SS-2
relating to Meeting of the Board of Directors? and General Meetings?
respectively, have been duly complied by the Company.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES
During the FY 2022-23, no contracts / agreements /transactions, falling
with in the purview of Section 188 of the Companies Act, 2013 have been entered into by
the Company with its related party(ies), whether on arm?s length basis or not. Hence
the question of reporting materially significant related party transactions, conflict of
interest etc., does not arise.
As a matter of information, members may refer Note 2.31 to the
standalone financial statements which sets out related party disclosure pursuant to
Ind-AS. The policy on Materiality of Related Party Transactions may be accessed on the
Company?s website
https://www.vamaind.com/Policies/Related_Party_Transactions_Policy.pdf.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF
Pursuant to the provisions of Section 205C of the Companies Act, 1956
and Section 124(5) of the Companies Act, 2013, any dividend which remains unpaid or
unclaimed for a period of seven years from the date of its transfer to unpaid dividend
account needs to be transferred to the Investor Education and Protection Fund (IEPF),
established by the Central Government. During the FY 2022-23, the unclaimed dividend in
respect of financial year 2014-15 amounting to Rs. 54,601 (Rupees Fifty-Four Thousand and
Six Hundred One only) has been transferred to IEPF by the Company.
The details related to dividend remaining unpaid (out of the dividend
declared during the last 7 years) till date may be accessed on our website,
www.vamaind.com.
TRANSFER OF SHARES TO IEPF
The IEPF Rules mandate Companies to transfer shares of members whose
dividends remain unpaid / unclaimed for a continuous period of 7 years to the Account of
IEPF Authority. The members whose dividend / shares are transferred to the IEPF Authority
can claim their shares / dividend from the Authority.
The details of shares transferred to the Investor Education and
Protection Fund (IEPF), in terms of Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016, may be accessed on our website, www.vamaind.com.
The Company has appointed a Nodal officer under the provisions of IEPF, the details of
which are available on the website of the Company
https://vamaind.com/investor-contact.html.
Information in respect of unclaimed dividend and due dates for transfer
to the IEPF are given below:
Sl. No. |
For the Financial year
ended |
Percentage of Dividend |
Date of Declaration |
Due date for transfer to
IEPF |
1. |
2 2015-16(Final) |
1% |
26.09.2016 |
28.11.2023 |
2. |
3 2016-17(Final) |
5% |
25.09.2017 |
27.11.2024 |
3. |
4 2017-18(Final) |
5% |
26.09.2018 |
28.11.2025 |
4. |
5 2018-19(Final) |
1% |
25.09.2019 |
27.11.2026 |
5. |
6 2019-20(Final) |
Nil |
NA |
NA |
6. |
7 2020-21(Final) |
Nil |
NA |
NA |
7. |
8 2021-22(Final) |
Nil |
NA |
NA |
|
. |
|
|
|
8. |
9 2022-23(Final) |
Nil |
NA |
NA |
|
. |
|
|
|
INSURANCE
All properties and insurable interests of the Company have been fully
insured.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE,
No corporate insolvency resolution processes were initiated against the
Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH REASONS THEREOF
Not applicable (As there were no instances of one-time settlement with
the Banks or financial institutions during the yearunder review)
QUALITYINITIATIVES
We continue to maintain successfully the following ISO Certifications
during the year.
ISO 27001: 2022 Information Security Management System
ISO 20000-1: 2018 IT Service Management System
ISO 9001: 2015 Quality Management System
FIXED DEPOSITS
We have neither accepted nor repaid any deposits during the FY ended
31st March, 2023. Further, there were no outstanding deposits as at the beginning of the
FY or at any time during the FY 2023. Hence, there are no details to be provided
pursuantto Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.
Further, the details of unsecured loans borrowed from Directors during
the FY ended 31st March, 2023 and / or outstanding as on the said date are as hereunder:
Sl. No. |
Name |
Borrowings during the year
(Rs. In lacs) |
Repayments during the during
the year (Rs. In lacs) |
Amt. outstanding as on 31st
March, 2023(Rs. In lacs) |
1. |
Mr. V. Atchyuta Rama Raju |
0 |
55.32 |
0 |
2. |
Mrs. V. Parvathi |
0 |
20.05 |
0 |
ANNUALRETURN
In accordance with Section 134 (3) (a) of the Companies Act, 2013, a
copy of Annual Return in the prescribed format i.e. Form MGT -7 along with attachments is
placed on the website of the Company,
https://www.vamaind.com/Annual_Report/Annual_Return_FY_2022_23.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the provisions of Section 177of the Companies Act, 2013 and
Regulation 2 of SEBI (LODR) Regulations, 2015, the Company has formalized the process and
implemented Whistle Blower Policy? within the Company, whereby employees and
other stakeholders can report matters such as generic grievances, corruption, misconduct,
illegality and wastage/ misappropriation of assets to the Company.
The policy safeguards the whistle blowers to report concerns or
grievances and also provides direct access to the Chairman of the Audit Committee.
The details of the vigil mechanism are provided in the Corporate
Governance Report and are set out in Annexure X to this Report. The Vigil
Mechanism and Whistle Blower Policy may be accessed on our Website at the link:
https://www.vamaind.com/ Policies/Vigil_Mechanism_Whistle_Blower_Policy.pdf
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the provisions of SEBI (LODR)Regulations, 2015, a
Report on the Management Discussion and Analysis is set out in Annexure IV,
attached to this Report.
CORPORATE GOVERNANCE
Over the period of time the practices and principles of good Corporate
Governance has become the culture cutting across our organization. We have been making
every endeavour to bring more and more transparency in the conduct of our Company?s
business. We have set highest standards as our benchmarks, which are reviewed and
evaluated on a continuous basis. As per the requirements of Regulation 34(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015, a report on Corporate
Governance for the year 2022-23 and a certificate from Anand Kumar C Kasat, proprietor,
Kasat & Associates, Company Secretaries in practice, is furnished which forms part of
this Annual Report as Annexure-VI.
A certificate of the CEO and CFO of the Company in terms of Listing
Regulations, inter alia, confirming the correctness of the financial statements and cash
flow statements, etc., forms part of the Annual Report.
DISPATCH OF ANNUAL REPORTS
In compliance with the applicable provisions, we shall dispatch the
Annual Report for the FY 2022-23 in electronic format to all the members whose e-mail
addresses are registered and updated with our Registrar & Transfer Agents and in
physical mode to all the members whose e mail addresses not registered therewith.
LISTING & TRADING
Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee
for the FY 2023-24 has been duly paid. You may further note that the listing/ trading was
never suspended at any time during the financial year 2022-23.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as
amended in respect of our employees, is attached herewith and marked as Annexure
V(i).
We do hereby affirm that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel andother Employees.
Further, we do not have any employee whose remuneration falls within
the purview of the limits prescribed under the provisionsof Section 197 of the Companies
Act, 2013, read with Rule 5(2) (i)& (ii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e.Rs.8.5 lakhs per
month or Rs.1.02Crores per annum, as the case may be.
Further, details of top ten employees in terms of remuneration drawn
during the financial year ended 31stMarch, 2023 as required under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as
amended is attached herewith and marked as Annexure- V (ii).
LOANS, GUARANTEES OR INVESTMENTS
As you are aware, we have a Wholly Owned Subsidiary (VAMA Technologies
Pte. Ltd. wherein we have made an aggregate investment of Rs.3,89,040 (equivalent to 6000
USD), currently standing at Rs.4.93 lacs, owing to exchange fluctuations, towards
subscription of 8680 equity shares, i.e., 100% stake.
Apart from the aforesaid, we have not given any loan or made new
investment or given guarantee or provided security as contemplated under Section
186 of the Act.
DEMATERIALIZATION OF SHARES
99.82% of the total paid up equity shares of our Company are in
dematerialized form as on 31st March, 2023.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators / Courts which would
impact the going concern status of our Company and its future operations.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORK PLACE:
We strongly support the rights of all our employees to work in
harassment free environment. We have adopted a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (?POSH
Act") and the Rules made thereunder. The policy aims to provide protection to
Employees at the workplace and prevent and redress complaints of sexual harassment andfor
matters connected or incidental thereto, with the objective of providing a safe working
environment, where Employees feel secure.
Further, we have in place a committee under the name and style
"Internal Complaints Committee" in compliance of POSH Act, which looks into
various matters concerning harassment, if any, against women at workplace, addresses
concerns and complaints of sexual harassment and recommends appropriate action. Details of
composition etc., of the said committee are provided in the section on Corporate
Governance.
We further confirm that during the year under review, there were no
cases filed pursuant to the said Act.
CORPORATE SOCIAL RESPONSIBILITY
Since our Company does not fall within any of the parameters specified
under the provisions of Section 135 of the Companies Act, 2013 read with Rules made
thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Particulars as prescribed pursuant to the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules,
2014, are provided in Annexure III to this Report.
ACKNOWLEDGEMENTS AND APPRECIATIONS
Towards the end, we would like to place our deep appreciation for the
services rendered by our employees, who have proved their indispensable position in the
Company. The management shall be ever indebted to them. Further, we also express our
sincere appreciation towards all our customers, suppliers, banks, advisors, Government of
India and Government Departments, concerned State Governments and other authorities for
their sustained support and co-operation, helping the Company with stand turbulent times.
Further, we also extend our hearty gratitude to all our shareholders
and other stakeholders for their trust and cooperation inour management, our Board of
Directors and our Company.
.
|
For and on behalf of the Board |
|
Sd/- |
|
V. Atchyuta Rama Raju |
|
Chairman and Managing Director |
|
DIN:00997493 |
Place: Hyderabad |
|
Date:02.10.2023 |
|