You are here » Home » Companies » Company Overview » Vama Industries Ltd

Vama Industries Ltd.

BSE: 512175 Sector: Others
NSE: N.A. ISIN Code: INE685D01022
BSE 00:00 | 22 Jun 7.97 0.25
(3.24%)
OPEN

8.08

HIGH

8.08

LOW

7.73

NSE 05:30 | 01 Jan Vama Industries Ltd
OPEN 8.08
PREVIOUS CLOSE 7.72
VOLUME 22515
52-Week high 10.08
52-Week low 5.09
P/E
Mkt Cap.(Rs cr) 42
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.08
CLOSE 7.72
VOLUME 22515
52-Week high 10.08
52-Week low 5.09
P/E
Mkt Cap.(Rs cr) 42
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vama Industries Ltd. (VAMAINDUSTRIES) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's 34th Annual Report and theCompany's Audited Financial Statement (Standalone & Consolidated) for the financialyear ended March 31 2019.

FINANCIAL PERFORMANCE

Our Financial Performance for the year ended March 31 2019 is summarized below:

(Rs In Lakhs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Turnover 3837.08 6863.00 5379.16 10354.59
Other Income 93.81 233.41 93.81 69.79
Total Income 3930.89 7096.41 5472.97 10424.38
PBIDT 479.81 840.87 218.58 788.64
Less: (i) Interest 331.02 174.99 335.99 185.12
(II) Depreciation 34.49 31.94 34.49 31.94
Profit Before Exceptional Item and Tax 114.30 633.94 (151.90) 571.58
Exceptional Item - - - -
Profit Before Tax 114.30 633.94 (151.90) 571.58
Less: Provision for Tax
- Current 30.28 171.41 30.28 178.12
- Deferred 4.25 (7.37) (22.36) (10.66)
Profit After Tax 79.77 469.90 (159.82) 404.12
Earnings Per Share (EPS) 0.15 0.89 (0.30) 0.77
Balance Carried to B/S 612.42 557.32 476.27 658.13

PERFORMANCE SUMMARY AND STATE OF AFFAIRS

At the outset we feel candid to report that economic slowdown both at national aswell as international level coupled with various economic and political factors has ledto a negative growth for the Company during the FY ended 31st March 2019. Our businessdepends largely on government orders especially defense sector. As you are aware we weregripped with election mania for the substantial part of the previous Financial Year as wewitnessed elections at our State level followed by general elections that concluded duringthe first quarter of the current Financial Year. In the said scenario the governmentorders were kept largely on hold which impacted our revenues during the Financial yearunder review. However in the backdrop of a stable government at state as well asnational level we feel upbeat to state that Financial year 2019-20 would be pathbreaking for the Company.

A comparative analysis at Consolidated Level and at Standalone Level year on yearbasis is hereunder:

Consolidated Level

As you are aware we have a Wholly Owned Subsidiary in Singapore under the name andstyle "Vama Technologies Pte Ltd". which contributes substantially to thetopline as well as to the bottomline of the Company at consolidated level. On account ofreasons summarized above we have reported a fall of about 50% in our topline vis a visthat of the prior year and a negative PBT for the FY 2018-19. We recorded an operationalturnover of ' 5379.16 lacs for the FY 2018-19 when compared to ' 10354.59 lacs for the FY2017-18. Similarly we recorded a loss of ' 159.82 lacs for the FY 2018-19 when comparedto a Net Profit of ' 404.12 lacs for the FY 2017-18.

Standalone Level

At Standalone Level we have achieved an operational turnover of ' 3837.08 lakhs andProfit after Tax i.e. PAT of ' 79.77 lacs for the FY 2018-19 as against an operationalturnover of ' 6863 lacs and profit after tax of ' 469.90 Lacs for the FY 2017-18.

With the aforesaid performance in the hindsight we at management level pledge ourunflinching efforts to put up a better show in the ensuing Financial Year.

We have resolved not to propose any amount to be transferred to the Reserves for thecurrent Financial Year.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act 2013 and Ind AS 110 -Consolidated Financial Statements read with other applicable Accounting Standards andprinciples the audited financial figures of our Subsidiary have been merged andconsolidated with that of our Company and the audited consolidated Financial Statement isprovided in the Annual Report.

BUSINESS OPERATIONS AND FUTURE OUTLOOK

VAMA is a System Integrator providing solutions to Space and Defence customers. VAMAhas won Open Stack Cloud Project from Defence.

VAMA has been implementing projects all over India for Defence and Space sectors and istaking up turnkey projects. With India becoming a dominant player in the Space sectorISRO will launch multiple satellites during the coming years and the need for Data Centerinfrastructure will increase rapidly. ISRO is trying to increase its capacity to deliverby scaling up the frequency of launches by building more satellites and lowering the costof access to space VAMA will get several opportunities to bid for infrastructureprojects. With the growth in Space and Defense sectors we are confident that we willcontinue to get opportunities to work on major turnkey projects.

VAMA has increased the sales and marketing activities for the international marketespecially for the Engineering Services and ITES business. Vama is working on IOT Projectwith Machine to Machine Communication. We are confident that with the increase in salesand marketing activities our international business will grow.

MATERIAL CHANGES AFFECTING THE COMPANY & NATURE OF BUSINESS

There have been no material changes and commitments effecting the financial position ofthe company between the end of the financial year and date of this report.

There has been no change in the nature of Business of our Company during the FY ended31st March 2019.

DIVIDEND

We recommend a final dividend of 1% (Re. 0.02 per share) on the capital of '105080000 comprising 52540000 fully paid equity shares of ' 2/- each for the yearended March 31 2019.

The proposed dividend if declared by the members would result in a cash outflow of '1050800 towards dividend payout and ' 215939 as dividend Tax.

The dividend upon approval by the members will be paid in compliance with theapplicable provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015.Pursuant to Regulation 43A of SEBI (LODR) Regulations 2015 we have framed a DividendDistribution Policy and the same is herewith annexed as 'Annexure XI ' to this report. TheDividend Distribution Policy is posted on the website of the Company and may be accessedat https://www.vamaind.com/Policies/ Dividend Distribution Policy.pdf

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL

During the FY 2018-19 there was no change in the share capital of the Company.

The Capital Structure as on date stands as follows:

Authorised Capital : ' 11 Crores

Issued subscribed and Paid up Capital :10.51 Crores

SUBSIDIARY JOINT VENTURES & ASSOCIATE COMPANIES

Our Wholly Owned Subsidiary in Singapore under the name and style "VamaTechnologies Pte Ltd." is engaged in the business of Information Technology (IT) andIT enabled services. For the FY ended 31st March 2019 it has recorded a turnover of USD23.39 lacs. At consolidated level it contributed ' 1542.08 Lacs (28.67%) to theoperational revenue. We firmly believe that in view of the strategic position of the saidsubsidiary it will play a major role in strengthening the overall performance of ourCompany.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining the salient features of the financial statements of the Subsidiary in theprescribed format AOC 1 is provided as Annexure-I to this Report. The statement alsoprovides the details of performance financial position of the said subsidiary.

Further we undertake that the Annual Accounts of the subsidiary Company and therelated detailed information will be made available to the shareholders and to theshareholders 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 inspectionby any shareholder at our Registered office and that of the subsidiary Company.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statement and related information of theCompany and audited accounts of the subsidiary are available on our websitewww.vamaind.com.

The Company does not have any other subsidiary / wholly owned subsidiary apart fromVama Technologies Pte Ltd. which was incorporated in the FY 2016-17. Further there wereno instances of any new subsidiary / joint venture or associate Company becoming orceasing to be as such during the year under review.

The policy on material subsidiaries as per SEBI (LODR) Regulations 2015 as approved bythe Board is uploaded on the website of the Company and may be accessed athttps://www.vamaind.com/Policies/Material Subsidiary Determination Policy.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152 of the Companies Act 2013 Mrs. R. Rama Sravanthi (DIN:07098278) was reappointed to the office of Director in the previous AGM held on 26thSeptember 2018.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and in accordancewith articles contained in Articles of Association of the Company Mr. V. Rajam Raju (DIN:01314420) retires by rotation at the ensuing AGM and being eligible offers himself forre-appointment.

Mr. K.Vara Prasad Raju was appointed as an Independent Director of the Company for aterm of 5 years in the 29th Annual General Meeting of the Company held on 25.09.2014whose tenure as such would expire in the forthcoming AGM. However in view of a writtennotice received from one of the shareholders of the Company proposing the candidature ofMr. K. Vara Prasad Raju for a second term of 5 consecutive years and further based on therecommendation of Nomination and Remuneration Committee of the Company we propose thesaid reappointment for your consideration.

Accordingly an appropriate resolution is laid at Item No.4 in the Notice convening theAnnual General Meeting attached herewith.

Mr. K.Vara Prasad Raju if appointed in the ensuing AGM would hold the office of anIndependent Director of the Company for a second term of 5 years commencing on25.09.2019.

Further we have received declarations from all our Independent Directors stating thatthey meet the criteria of independence as per the provisions of Section 149 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constitutedunder 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 theCorporate Governance Report section in this Annual Report.

The following are the committees of the Board:

Audit Committee

Mr. V. Srinivas - Chairman
Mr. K.Venkata Krishna Rao - Member
Mr. K. Vara Prasad Raju - Member

Nomination and Remuneration Committee

Mr. K.Venkata Krishna Rao - Chairman
Mr. V. Srinivas - Member
Mr. K. Vara Prasad Raju - Member

Stakeholders Relationship Committee

Mr. K.Venkata Krishna Rao - Chairman
Mr. V. Srinivas - Member
Mr. V.Atchyuta Rama Raju - Member

Risk Management Committee

Mr. V. Srinivas - Chairman
Mr. V.Atchyuta Rama Raju - Member
Mr. V. Rajam Raju - Member

Further we have in place a Committee under the name and style "InternalComplaints Committee" which looks into various matters concerning harassment if anyagainst women at workplace. Details of composition etc. of the said committee areprovided in the section on Corporate Governance.

BOARD EVALUATION

In terms of the requirements of the Companies Act 2013 and the Listing Regulations anannual performance evaluation of the Board is undertaken where the Board formally assessesits own performance with an aim to improve the effectiveness of the Board and that of theCommittees.

During the year Board Evaluation cycle was completed by the Company internally whichincluded the evaluation of the Board as a whole Board Committees and peer evaluation ofdirectors. Further the Independent Directors carried out annual performance of theChairman. The exercise was led by the chairman of Nomination and Remuneration Committee ofthe Company. The evaluation process focused on various aspects of the functioning of theBoard and Committees such as composition of the Board and its committees experience andcompetencies performance of special duties and obligations governance issues etc. As anoutcome of the exercise it was noted that the Board as a whole is functioning as cohesivebody which is well versed with different perspectives. Further evaluation was alsocarried out for Mr. K. Vara Prasad Raju who is due for reappointment as an IndependentDirector. Further performance evaluation was also carried out for Mr. V. Rajam Raju whoretires by rotation and being eligible has offered himself for reappointment.

POLICY ON DIRECTORS' APPOINTMENT. REMUNERATION ETC.

We have devised the following policies which are attached herewith and marked asAnnexure -VIII and IX respectively:

a. Policy for selection of Directors and determining Directors Independence; andevaluation 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 accessedat

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 OFDIRECTORS

The meetings of the Board are scheduled at regular intervals to discuss and decide onbusiness performance policies strategies and other matters of significance.

The Board duly met 8 times during the Financial Year 2018-19 i.e. 12th April 201830th May 2018 20th July 2018 13th August 2018 24th August 2018 05th November 201814th November 2018 14th February 2019. The intervening gap between any two consecutiveBoard Meetings was within the period prescribed under the provisions of the Companies Act2013.

Detailed information regarding the meetings of the Board Directors attendance etc. isprovided in the report on Corporate Governance which forms part of the Board's Report.

RISK MANAGEMENT

We have a Risk Management Committee in place whose primary role is to identifypotential risks develop compatible Risk Management Systems and framework or modify theexisting ones to make the same adaptable and to mitigate the risk appropriately.

We have been following the principle of risk minimization vis a vis our business needsand the industry norms.

Further it is entrusted with the responsibility to assist the Board in (a) overseeingand approving the Company's enterprise wide risk management framework and (b) overseeingthat all the risks that the organization faces such as financial liquidity securityproperty IT legal regulatory reputational and other risks that have been identifiedand assessed.

The details of the Committee and its terms of reference are set out in the CorporateGovernance Report attached herewith. Our Risk Management Policy may be accessedat:http://www.vamaind.com/Policies/ Risk ManagementPolicy.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS

We have adopted policies and procedures which enables implementation of appropriateinternal financial controls across the organization and also ensures the orderly andefficient conduct of business including adherence to the Company's policies safeguardingof its assets prevention and detection of fraud error reporting mechanism the accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosures. Internal Financial Controls are an integrated part of the Risk ManagementProcess addressing financial and financial reporting risks. The Internal FinancialControls have been documented digitized and embedded in the business process.

We conduct regular management reviews in order to ascertain the effectiveness of ourInternal Financial Controls. Further it is also obtained through our management reviewscontrol self-assessment continuous monitoring by functional experts as well as testing ofthe Internal Financial Control systems by the Internal Auditor during the course ofaudits. We believe that these systems provide reasonable assurance that our InternalFinancial Controls are commensurate with the requirements of our organization.

AUDITORS Statutory Auditors:

M/s. V N S S & Associates Chartered Accountants who were appointed as theStatutory Auditors of the Company at the 33rd Annual General Meeting held on 26thSeptember 2018 for a period of 5 years shall continue to hold their office as such tillthe conclusion of 38th Annual General Meeting. The Statutory Auditors have confirmed thatthey are not disqualified from continuing as Auditors of the Company.

Auditors Observation(s):

The Notes on Financial Statements referred in the Auditors Report are self-explanatoryand do not call for any further comments. The Auditors Report does not contain anyqualification reservation adverse remark or disclaimer.

Internal Auditors:

The Board of Directors based on the recommendations of the Audit Committee hasreappointed M/s. KCR & Associates Chartered Accountants Hyderabad as the InternalAuditors of the Company. The Internal Auditors submits their Report on quarterly basis.

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 hasappointed Mr. Vikas Sirohiya P. S. Rao & Associates Company Secretaries to undertakethe secretarial audit of the Company for the FY 2018-19.

The Secretarial Audit Report issued by M/s P. S. Rao & Associates is attachedherewith and marked as Annexure -III.

Further we would like to clarify that the instances of delay reported by theSecretarial Auditor were just clerical in nature and self explanatory. In view of thesaid no further explanation is being provided thereon.

COST RECORDS:

We confirm that the maintenance of cost records has not been specified by the CentralGovernment under section 148(1) of the Companies Act 2013 and hence accounts and recordsrelated thereto are not required to be made or maintained.

SECRETARIAL STANDARDS:

The Directors state that applicable secretarial standards i.e. SS-1 and SS-2 relatingto 'Meeting of the Board of Directors' and 'General Meetings' respectively have been dulyfollowed by the Company.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES

All contracts / agreements /transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on arm's lengthbasis.

We have not entered into any transactions with any related party other than with ourWholly owned subsidiary "Vama Technologies Pte Ltd. All the transactions during theyear were conducted on arm's length basis without any element of risk as to potentialconflict of interest with that of the Company at large. During the year we have notentered into any contract / arrangement / transactions with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions and there were no materially significant related party transactionswhich could have potential conflict of interest with that of the Company at large.

Members may refer Note 2.30 to the standalone financial statements which sets outrelated party disclosure pursuant to IndAS. The policy on Materiality of Related PartyTransactions may be accessed on the Company's website https://www.vamaind.com/Policies/Related Party Transactions Policv.pdf

However pursuant to the applicable provisions of the Companies Act 2013 theprescribed details of the aforesaid Related

Party Transactions are provided in Form No. AOC -2 annexed herewith and marked asAnnexure -II.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205C of the Companies Act 1956 and Section124(5) of the Companies Act 2013 any dividend which remains unpaid or unclaimed for aperiod of seven years from the date of its transfer to unpaid dividend account needs to betransferred to the Investor Education and Protection Fund (IEPF) established by theCentral Government. During the FY 2018-19 the unclaimed dividend in respect of financialyear 2010-11 amounting to Rs.59287 (Rupees Fifty Nine Thousand Two hundred Eighty seven)has been transferred to IEPF by the Company.

The details related to dividend remaining unpaid (out of the dividend declared duringthe 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 remainunpaid / 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 theirshares / 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 andRefund) Rules 2016 may be accessed on our website www.vamaind.com. The Company hasappointed a Nodal officer under the provisions of IEPF the details of which are availableon the website of the Company https://vamaind.com/investor-contact.html.

QUALITY INITIATIVES

We continue to maintain successfully the following ISO Certifications during the year.

• ISO 27001: 2013 - Information Security Management System

• ISO 20000-1: 2011 - IT Service Management System

• ISO 9001 : 2015 - Quality Management System

Further IT services and consulting division was appraised at CMMI maturity level 3 ofthe CMMI institutes capability maturity model integration.

FIXED DEPOSITS

We have neither accepted nor repaid any deposits during the FY ended 31st March 2019.Further there were no outstanding deposits as at the beginning of the FY or at any timeduring the FY 2019. Hence there are no details to be provided pursuant to Rule 8 (5) (v)& (vi) of Companies (Accounts) Rules 2014.

Further the details of unsecured loans borrowed from Directors during the FY ended31st March 2019 and /or outstanding as

on the said date are as hereunder:

Sl. No. Name Borrowings during the year (Rs In lacs) Amt. outstanding as on 31st March 2019 (Rs In lacs)
1. V. Atchyuta Rama Raju 25.34 25.34
2. V. Rajam Raju - 9

Further the said Directors have provided declaration(s) in writing that the amountslent by them are their own funds and not been given out of funds acquired by them byborrowing or accepting loans or deposits from others.

ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format

i.e. Form MGT -9 is appended as Annexure -V to this Report and the same is uploaded onthe website of the Company https:// www.vamaind.com/Annual Report/Annual Return FY 201819.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177of the Companies Act 2013 and Regulation 22of SEBI (LODR) Regulations 2015 the Company has formalized the process andinstitutionalized 'Whistle Blower Policy' within the Company whereby employees and otherstakeholders can report matters such as generic grievances corruption misconductillegality and wastage/ misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and alsoprovides direct access to the Chairman of the Audit Committee.

The details of the vigil mechanism are provided in the Corporate Governance Report andare set out in Annexure X to this Report. The Vigil Mechanism and Whistle Blower Policymay be accessed on our Website at the link: https://www.vamaind. com/Policies/VigilMechanism Whistle Blower Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of SEBI (LODR) Regulations 2015 a Report on theManagement Discussion and Analysis is set out in Annexure-VI attached to this Report.

CORPORATE GOVERNANCE:

Highest standards of Corporate Governance practices are maintained and followed inevery walk of life of our Company. A separate report on Corporate Governance is providedtogether with a certificate from Statutory Auditors of the Company confirming complianceof conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations 2015.

A certificate of the CEO and CFO of the Company in terms of Listing Regulations interalia confirming the correctness of the financial statements and cash flow statementsetc. forms part of the said Report.

DISPATCH OF ANNUAL REPORTS

In compliance with the applicable provisions we shall dispatch the Annual Report forthe FY 2018-19 in electronic format to all our members whose E-Mail addresses areregistered and updated with our Registrar & Transfer Agents. To all the other membersthe Annual Report will be sent in physical format.

LISTING & TRADING

Our Equity Shares are listed on BSE Limited Mumbai. The listing fee for the FY 2018-19has been duly paid. You may further note that the listing/ trading was never suspended atany time during the financial year 2018-19.

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 inrespect of our employees is attached herewith and marked as Annexure -VII (i).

We do hereby affirm that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.

Further we do not have any employee whose remuneration falls within the purview of thelimits prescribed under the provisions of Section 197 of the Companies Act 2013 readwith Rule 5(2) (i)& (ii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and as amended i.e. ' 8.5 lakhs per month or ' 1.02 Crores perannum as the case may be.

Further details of top ten employees in terms of remuneration drawn during thefinancial year ended 31st March 2019 as required under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and as amended isattached herewith and marked as Annexure- VII (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 ' 389040 (equivalent to 6000 USD)currently standing at ' 4.16 lacs owing to exchange fluctuations towards subscription of8680 equity shares i.e. 100% stake. Further in order to meet its short term businessrequirements unsecured Loans have been provided during the year under review and the samestands at ' 137.96 lacs which shall be repayable on demand.

Apart from the aforesaid we have not given any fresh loan or made new investment orgiven guarantee or provided security as envisaged 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 ason 31st March 2019.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 the Directors confirmthat:

i. In the preparation of the Annual Accounts for the FY ended 31st March 2019 theapplicable Accounting Standards have been followed and that no material departures aremade from the same ;

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at the end of the Financial year andof the profits of the company for the year ended 31st March 2019;

iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts which would impact the goingconcern status of our Company and its future operations. Further we confirm that therewere no instances of fraud to be reported by the Auditors vide their Report for the FY2018-19.

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 - freeenvironment. We have adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at workplace as per the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (''POSH Act") and theRules made thereunder. The policy aims to provide protection to Employees at the workplaceand prevent and redress complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment whereEmployees feel secure.

Further we have in place a Committee under the name and style "InternalComplaints Committee" in compliance of POSH Act which looks into various mattersconcerning harassment if any against women at workplace addresses concerns andcomplaints of sexual harassment and recommends appropriate action. Details of compositionetc. 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 filedpursuant to the said Act.

CORPORATE SOCIAL RESPONSIBILITY

Since our Company does not fall within any of the parameters specified under theprovisions of Section 135 of the Companies Act 2013 read with Rules made thereunderreporting 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 theCompanies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 areprovided in Annexure - IV to this Report.

ACKNOWLEDGEMENTS AND APPRECIATIONS

We wish to place on record our deep sense of appreciation for the contribution made bythe employees of the Company and acknowledge their hard work and dedicated services.Further we express our sincere appreciation towards all the customers suppliers banksfinancial institutions advisors Government of India and Government Departmentsconcerned State Governments and other authorities for their sustained support andco-operation towards contributing to the Company's success.

Further we are deeply indebted to our shareholders for their trust and cooperation inour journey.

For and on behalf of the Board
Sd/-
V. Atchyuta Rama Raju
Chairman and Managing Director
DIN:00997493
24th August 2019
Hyderabad