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Virinchi Ltd.

BSE: 532372 Sector: IT
NSE: N.A. ISIN Code: INE539B01017
BSE 00:00 | 24 Apr 124.95 3.60
(2.97%)
OPEN

121.50

HIGH

126.80

LOW

119.00

NSE 05:30 | 01 Jan Virinchi Ltd
OPEN 121.50
PREVIOUS CLOSE 121.35
VOLUME 69157
52-Week high 153.50
52-Week low 66.70
P/E 26.47
Mkt Cap.(Rs cr) 353
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 121.50
CLOSE 121.35
VOLUME 69157
52-Week high 153.50
52-Week low 66.70
P/E 26.47
Mkt Cap.(Rs cr) 353
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Virinchi Ltd. (VIRINCHI) - Director Report

Company director report

Directors' Report

Your Directors have great pleasure in presenting the report of the Business andOperations of your Company (‘the Company' or ‘Virinchi') along with the auditedfinancial statements for the financial year ended March 31 2017. The ConsolidatedPerformance of your Company and its subsidiaries has been referred to wherever required

FINANCIAL HIGHLIGHTS

Consolidated Standalone
Particulars 2016-17 2015-16 2016-17 2015-16
Total Income 28860.11 22046.66 13990.58 10565.94
Profit before finance Cost Depreciation & Amortization 6578.24 3325.04 3746.34 1844.99
Taxation & Exceptional Item
Less: Finance Cost 1151.20 302.90 566.11 217.76
Depreciation and Amortization Expenses 2316.82 1207.03 268.70 1618.40
Profit Before Tax & Exceptional items 3110.22 1815.11 1561.83 605.57
Less: Exceptional items 159.31 0.00 159.31 0.00
Profit before Tax 2950.91 1815.11 1402.52 605.57
Less: Tax Expenses 591.37 194.56 260.92 187.95
Profit before minority interest 2359.54 1620.55 1141.60 417.62
Less: Minority Interest 0.00 0.00 NA NA
Profit After Tax 2359.54 1620.55 1141.60 417.62

STATE OF AFFAIRS/COMPANY'S PERFORMANCE

Consolidated Revenues: The total consolidated income of the Company for the FY 2016-17is Rs. 28860.11 Lakhs as against Rs.22046.66 Lakhs in FY 2015-16

Standalone Revenues: The total income of the Company for the FY 2016-17 is Rs.13990.58Lakhs as against Rs. 10565.94 Lakhs in FY 2015-16

Consolidated Profits: Profit before Tax (PBT) stood at Rs.2950.91 Lakhs as against Rs.1815.11 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs.2359.54 Lakhs asagainst Rs.1620.55 Lakhs for the previous year.

Standalone Profits: Profit before Tax (PBT) stood at Rs.1402.52 Lakhs as against Rs.605.56 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs.1141.60 Lakhs asagainst Rs. 417.62 Lakhs for the previous year.

RESERVES AND SURPLUS

During the year the Company has transferred an amount of Rs.1141.60 Lakhs to Reservesand Surplus.

DIVIDEND

Your directors did not recommend any dividend on shares for this year.

Amalgamation of M/s. Bristlecone Hospitals Private Ltd (Transferor Company) with M/S.Virinchi Ltd (Transferee Companny)

The amalgamation of M/s. Bristlecone Hospitals Private Ltd (Transferor Company) withM/S. Virinchi Ltd (Transferee Companny) is successfully completed. The Hon'ble High Courtof Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradeshapproved the scheme of amalgamation between M/s. Virinchi Limited (Transferee

Company) and M/s. Bristlecone Hospitals Private Limited (Transferor Company)vide Orderdated December 13 2016.

The Order states that M/s. Virinchi Limited (Formerly known as Virinchi TechnologiesLimited) (Transferee Company) shall issue shares to Shareholders of M/s. BristleconeHospitals Private Limited (Transferor Company) as per approved Scheme of Amalgamation. Thescheme is effective from appointed date i.e. 01st April2016.

In compliance with the aforesaid Order the company has allotted shares to shareholdersof M/s. Bristlecone Hospitals Private Limited (Transferor Company) the details are asfollows:

Sl. Name of the shareholder No. of shares
No. allotted
1. Kompella Viswanath 4239675
2. Kompella Madavai Latha 1113450
3. Lopa Mudra Kompella 1070625
4. Rama Krishna Paramahamsa
Kompella 1070625
5. Modini Kompella 1070625
Total 8565000

PERFORMANCE SUBSIDIARIES INFORMATION : Tyohar foods Private Ltd

The company had planned to take up a project under Tyohar Foods Pvt Ltd and hadpurchased a 50000 square feet of building in 4047 Square meters of land by participatingin an open auction conducted by Canara Bank on 16thAugust 2012 and registered the saidproperty located at Survey No 15 Suraram Village. However post purchase a petition wasfiled against the company and the bank in Debts Recovery Tribunal vide S.A.No.370/2012and I.A.No.1437/2012 and the DRT directed to maintain Status Quo orders pending detailedhearing .subsequently the said DRT was pleased to pass the Order dt. 22.01.2016 in favourof the Bank and dismissed the case filed by the Applicants

The Applicants preferred an Appeal at DRAT Kolkata vide TA 17/2016 dt.13.02.2016 andapproached the Hon'ble High Court and the said court while disposing the case on29.02.2016 granted Status Quo only for 3 months from the date of Order i.e. 29.02.2016which expired on 29.05.2016.

The appeal has been dismissed by DRAT Kolkata and we have taken the possession of thesaid premises.

Virinchi Health Care Private Ltd

During the year under review the process of setting up a 600 bed Greenfield SuperSpecialty hospital spread over a total area of 350000 Sft across four inter-connectedbuildings in the prime location of Banjara Hills in Hyderabad is completed and commercialoperations are started. The main building with 350 beds is operational. The phase II foraddition of 250 beds will be completed by Fy 2017-18.

During the year Virinchi Hospitals received The Times Health Care 2017 Award as the"Emerging hospital of the year in multi-Specialty Hospital category" for theTelugu Speaking States of Telangana & Andhra Pradesh . The Hospital has also receivedspeciality awards as the " Best Hospital in Radiology" and "Best Hospitalin Nephrology"

Some of the Hospital doctors who are permanent employees of the hospital alsoreceived the following awards in their individual capacity.

The hospital has been established with a focus on CONNECT specialties an acronym forCardiology Orthopedics Nephrology Neurology Emergency Cancer and Transplantation.Your company believes in the concept of "Right to Science" and endeavors to makeavailable evidence based latest advancements in medicine and therapy to all deservingpatients.

During the year under review VHPL made a total turnover of Rs25.08 crores and PAT of(8.52 Crores)

Virinchi Learning Private Ltd

Virinchi Learning Private Ltd incorporated in the year 2010 as wholly owned subsidiaryof Virinchi Technologies Ltd. The primary objective of incorporating Virinchi Learning isto promote technology based for profit quality education services to the differentstudent categories in India both by creation of new content & infrastructure and alsoby partnering with existing content providers by leveraging the strength of Informationtechnology

"We have successfully trained and placed 674 students under NSDC program this yearwith three training centers in Telangana. This year we are aiming to train 1200 people ofwhich 143 people are undergoing training.

We have successfully got permission from Ministry of Rural Development (MoRD) to impartskill development programs to the rural youth under DDUGKY program. We have applied for a15cr project proposal and awaiting approval.

There is a dedicated learning portal for the students who enroll in our trainingprograms. We have partnered with reputed hospitals to provide placements to the candidatestrained under our NSDC program. Our next year plan is to soon expand the program in to 4sectors viz. Retail Hospitality Beauty & Wellness and Handicrafts thus to attainmore number of placement partners and train as many aspirants as possible."

KSoft Systems Inc

M/s. KSoft Systems Inc is in the business of software development and consulting. M/s.KSoft Systems Inc provides consulting services to various clients in the US in the domainsof SAP Oracle and other technologies.

The employees have joined in various projects of the company and total head count isaround 70 employees in KSoft as on 31st March 2017.

During the year under review the total income is Rs. 116.12 Crores as against 105.06Crores in 2015-16 and the PAT is Rs.14.79 Crores as against Rs.12.67 Crores in 2015-16.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments occurred between the end of the financialyear of the company and the date of the report affecting the financial position of thecompany

DIRECTORS: Appointments:

There are no new appointments of Directors during the period under review.

Cessations:

None of the Directors ceased to Director of the company during period under review.

CHANGE IN CAPITAL STRUCTURE AND LISTING AT STOCK EXCHANGES

The equity shares of your Company continue to be listed and traded on the BSE Ltd.(BSE) During the financial year under review 133500 equity shares were allotted onexercise of the options vested under the Employee Stock Option Scheme and admitted fortrading on BSE and 8565000 equity shares were allotted pursuant to the scheme ofamalgamation between M/s. Virinchi Ltd (Transferee Company) and M/s. Bristlecone HospitalsPrivate Ltd (Transferor Company) approved by the Hon'ble High court of Judicature for thestates of Andhra Pradesh and Telangana . Consequently the Equity Share Capital of yourCompany increased from 17986050 equity shares of Rs.10/- each to 26684550 equityshares of Rs.10/- each as on March 31 2017.

Particulars As at 31st March 2017 As at 31st March 2016
Equity Shares Number of Shares Rs. Number of Shares Rs.
Share capital
(a) Authorised Equity Shares of Rs.10/-each 40000000 400000000 25000000 250000000
b) issued Subscribed and fully paid up:
Equity Shares of Rs. 10/-each 26684550 266845500 17986050 179860500
26684550 266845500 17986050 179860500

Reconciliation of Shares outstanding at the beginning and at the end of the reportingperiod:

Particulars As at 31st March 2017 As at 31st March 2016
Number of Rs. Number of Rs.
Equity Shares
Shares Shares
Shares outstanding at the beginning of the year 17986050 179860500 17986050 179860500
Add: issued and allotted during the year
i) Allotment of shares pursuant to scheme of 8565000 85650000
amalgamation between M/s. Virinchi Limited
(Transferee Company) and M/s. Bristlecone
Hospitals Private Limited (Transferor Company)
ii) Allotment of shares pursuant to VESOS 2004 133500 1335000 - -
Less: Shares bought back during the year - - - -
Shares outstanding at the end of the year 26684550 266845500 17986050 179860500

ii) Terms/Rights and restrictions attached to the Equity Shares:

The Company has only one class of Equity Shares having a face value of Rs.10/-. EachShareholder is eligible for one vote per every share held.

iii) The Details of Shareholder holding more than 5% shares in the company:

Particulars As at 31st March 2017 As at 31st March 2016
Number of % Number of %
Name
Shares Shares
Viswanath Kompella 6807975 25.51 2568300 14.28

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code.

The Code is available on company's website under following link:http://www.virinchi.com/pdf/codeOfConduct.pdf

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The

Code gives guidance through examples on the expected behaviour from an employee in agiven situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. In staying true to our values of Strength Performance and Passion and in line withour vision the Company is committed to the high standards of Corporate Governance andstakeholder responsibility. The FRM Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board. Whistle Blower Policy is posted oncompany's website under following link: http://www.virinchi.com/pdf/whistleBlowersPolicy.pdf

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair values. GAAP comprisesmandatory accounting standards as prescribed under Section 133 of the Companies Act 2013(‘the Act') read with Rule 7 of the Companies (Accounts) Rules 2014 the provisionsof the Act (to the extent notified) and guidelines issued by the Securities and ExchangeBoard of India (SEBI). There are no material departures from prescribed accountingstandards in the adoption of these standards.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received declarations from all the independent directors of the companyconfirming that they continue to meet the criteria of independence as prescribed undersub-section (6) of section 149 of the companies act 2013 and under Regulation 25 of SEBI(Listing obligations and Disclosure Requirements) Regulations 2015

Ms. M. Santhi Priya Whole Time Director & CFO K Sri Kalyan Whole Time Directorand Mr K. Ravindranath Tagore Company Secretary are the Key Managerial Personnel (KMP) ofthe company in terms of the provisions of the Act.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment Independent directors are familiarized about the Company'soperations and business. Interaction with the Business Heads and key executives of thecompany is also facilitated. Detailed Presentations on the business of each of theProcesses are made to the directors. Direct Meetings with the Chairperson are furtherfacilitated for the new appointee to familiarize about the company/its businesses and thegroup practices.

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 the Company shall familiarise the Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. throughvarious programmes.

Accordingly your Company arranged a technical session on March 30 2017 to familiarizethe Independent Directors the details of which are disclosed on the website of thecompany athttp://www.virinchi.com/pdf/familiaratisation-programme-to-independent-directors.pdf

TRANSFER OF UNCLAIMED DIVIDEND

Pursuant to the provisions of Companies Act 1956/2013 the unclaimed dividend amountpertaining to the financial year 2009-10 is due for transfer to Investor Education andProtection Fund (IEPF).

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing obligations andDisclosure Requirements) Regulations 2015 the board has carried out evaluation of its ownperformance the performance of committees of the Board namely Audit CommitteeStakeholders Relationship committee and Nomination and Remuneration Committee and also theDirectors individually. The manner in which the evaluation was carried out and the processadopted has been mentioned out in the report on corporate Governance

MATERIAL SUBSIDIARY POLICY

The company has adopted a policy for determining a material subsidiary in line withthe requirements of the Act and SEBI (LODR) Regulations 2015. The policy on

Material Subsidiary is available on the website of the company under following link:http://www.virinchi.com/ policyDeterminingMaterialSubsidiary.php

SEXUAL HARASSMENT POLICY

The company as required under the provisions of "The Sexual Harassment of women atWorkplace (Prohibition prevention and Redressal) Act 2013 has framed a policy onProhibition Prevention and Redressal of Sexual Harassment of women at workplace andmatters connected therewith or incidental thereto. Internal complaints Committee (ICC) hasbeen set up to redress complaints received regarding sexual harassment. All employees(Permanent Contractual temporary trainees) are covered under this policy

In the year under review the company has not received any complaint under this policy.

MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year withoutthe presence of Executive Directors or management personnel. Such meetings are conductedformally to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views. The Independent Directors takes appropriate steps topresent their views to the Chairperson

One such meeting of Independent Directors was held during the year on 30th March 2017without the presence of Executive Directors and management personnel. The details of theattendance of the Independent Directors in the meeting are as below.

Name No. of meetings held during the year 2016-17
Held Attended
Ramam Madu 1 1
Krishna Kanaparthy 1 1
K V Sittampallem 1 1
Samad A Momin 1 1

GOVERNANCE POLICIES

At Virinchi we strive to conduct our business and strengthen our relationships in amanner that is dignified distinctive and responsible. We adhere to ethical standards toensure integrity transparency independence and accountability in dealing with allstakeholders. Therefore we have adopted various codes and policies to carry out ourduties in an ethical manner. Some of these codes and policies are:

Code of Conduct

Code of Conduct for Prohibition of Insider Trading Whistle Blower Policy Code ofConduct for Board of Directors and Officers of

Senior Management

Policy for determining materiality for disclosure Document Retention and ArchivalPolicy Sexual Harassment Policy

The link for accessing the above policies is www.virinchi. com / corporateoverview.php

BOARD DISCLOSURES

i. Risk Management

Currently the Company's risk management approach comprises of the following:

Governance of Risk

Identification of Risk

Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing andworking in mitigating them through co-ordination among the various departments. Insurancecoverage and personal accident coverage for lives of all employees are also being taken.

Your company puts in place the risk management framework which helps to identifyvarious risks cutting across its business lines. The risks are identified and arediscussed by the representatives from various functions.

Presentation to the Board of Directors and the Audit Committee is made on riskmanagement. The Board and the Audit Committee provides oversight and review the riskmanagement policy periodically.

ii. Internal Control System

Your company has in place adequate systems of internal control commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable financial and operationalinformation complying with applicable statutes safeguarding assets from unauthorized useor losses executing transactions with proper authorization and ensuring compliance ofinternal policies. The Company has a well-defined delegation of power and defined limitsfor approving revenue as well as capital expenditure. Processes for formulating andreviewing annual and long term business plans have been laid down to ensure adequacy ofthe control system adherence to the management instructions and legal compliances

DIRECTORS' RESPONSIBILITY STATEMENT;

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Director's Responsibility Statement Your Directors hereby confirmed that:

In the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards had been followed and there are no material departures.

The directors have selected appropriate accounting policies and applied themconsistently and have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end offinancial year and of the profit of the company for that period.

The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities

We have prepared the annual accounts for the financial year ended 31st March 2017 on agoing concern basis.

The Directors have laid down internal financial controls which are adequate and areoperating effectively.

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required under Regulation 34 (3) read with schedule V (E) of the SEBI (LODR)Regulations 2015 Auditor's certificate on corporate governance is enclosed as Annexureto Board's Report.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report.

AUDITORS

M/s. P Murali& Co. Chartered Accountants Statutory Auditors of the Company retireat the conclusion of the ensuing Annual General Meeting and M/s. Chandra Babu Naidu &Co. Chartered Accountants are appointed as statutory auditors of the company for a periodof 5 Years from the conclusion of this AGM i.e. form financial year 2017-18 to till theconclusion of AGM to be held in the financial year 2021-22 subject to ratification inevery AGM.

The company has received consent letter from the statutory auditors and certificateindicating satisfaction of criteria sated in Section 141 of Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014

MEETINGS OF THE BOARD AND COMMITTEES

Seven Meetings of the Board of Directors were held during the year. For further detailson the meetings and the attendance of directors/members please refer report on CorporateGovernance of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Regulation 33 of SEBI (LODR) Regulations 2015 and the Companies Act 2013the consolidated financial statements prepared as per companies Act 2013 and applicableAccounting Standards duly audited forms part of the Annual Report.

Consolidated financial statements incorporating the operations of the company itssubsidiaries are appended. As required under the provisions of the Act a statementshowing the salient features of the financial Statements of the subsidiaries is enclosedto this report.

The financial statements of the subsidiary companies will be made available to themembers of the company and its subsidiary companies on request and will also be kept forinspection in the registered office of the company.

PARTICULARS OF EMPLOYEES

The remuneration paid to your Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 (including any statutory modification(s) orre-enactment(s) for the time being in force). The salient aspects covered in theNomination and Remuneration Policy have been outlined in the Corporate Governance Reportwhich forms part of this report.

The information required under Section 197 (12) of the Act read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure- A.

CORPORATE SOCIAL RESPONSIBILITY _CSR_

In terms of section 135 and Schedule VII of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 made thereunder the Board ofDirectors of your Company have constituted a CSR Committee.

The CSR Committee has framed a CSR Policy which forms part of the Annual Report on CSRannexed as Annexure - B to this report.

Virinchi Ltd had earmarked a budget of Rs.13.94 Lacs (i.e. 2% of average net profits ofthe previous 3 years) for FY 2016-17 and spent Rs.13.94 Lacs during the year towards CSRactivities across India.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-C.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies

Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 your Company has appointed Mr. V Chandra Sekhar Patnaik Practising CompanySecretary to undertake the Secretarial Audit of your Company. The Report of theSecretarial Audit is annexed as Annexure - D.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO.

The Particulars as required under Sub- section (3) (m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed in

Annexure-E.

DETAILS ABOUT EMPLOYEES STOCK OPTION SCHEME

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 is annexed as Annexure-F.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Promoter GroupDirectors Senior Management Personnel or their relatives which could have had apotential conflict with the interests of your Company. Please see the details of the samein form AOC-2 which is annexed as

Annexure-H.

Further all Related Party Transactions are placed before the Audit Committee forapproval. Prior omnibus approval for normal company transactions is also obtained from theAudit Committee for the related party transactions which are of repetitive nature as wellas for the normal company transactions which cannot be foreseen and accordingly therequired disclosures are made to the Committee on quarterly basis in terms of the approvalof the Committee.

Your Directors have on the recommendations of the Audit Committee adopted a policy toregulate transactions between your Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules made thereunder and theSecurities and

Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations2015.

REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report is set out as separate Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis report for the year under review as stipulatedunder Regulation 34(2) (e) SEBI (LODR) Regulation 2015 of the Listing Agreement with thestock exchanges is presented in a separate section forming part of the Annual report

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company underany scheme save and except ESOS referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

4. During the year under review there were no cases

filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

5. During the period under review there were no frauds reported by the auditors underprovisions of the Companies Act 2013.

6. There were no material changes commitments affecting the financial position of yourCompany between the end of financial year (March 31 2017) and the date of the report(August 28th 2017).

ACKNOWLEDGMENTS

Your directors would like to place on record their appreciation of supportco-operation and assistance received from the company's clients Central Governmentauthorities bankers shareholders and suppliers. The board wishes to convey itsappreciation for hard work solidarity cooperation and support put in by the company'semployees at all levels in enabling such growth.

BY ORDER OF THE BOARD
For VIRINCHI LIMITED
(formerly Virinchi Technologies Limited)
K. Ravindranath Tagore
Place: Hyderabad Company Secretary
Date: 28th August 2017 M.No. : 18894