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Vama Industries Ltd.

BSE: 512175 Sector: Others
NSE: N.A. ISIN Code: INE685D01022
BSE 00:00 | 09 Dec 7.10 0.03
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NSE 05:30 | 01 Jan Vama Industries Ltd
OPEN 7.00
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VOLUME 68548
52-Week high 15.26
52-Week low 6.51
P/E
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.00
CLOSE 7.07
VOLUME 68548
52-Week high 15.26
52-Week low 6.51
P/E
Mkt Cap.(Rs cr) 37
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

Your Board of Directors are pleased to present the Company's 36th AnnualReport and the Company's Audited Financial Statement (Standalone & Consolidated) forthe financial year ended March 31 2021.

 

FINANCIAL PERFORMANCE

Our Financial Performance for the year ended March 31 2021 is summarized below:

(Rs. In Lakhs)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Turnover 1488.82 1614.16 2606.97 3000.08
Other Income 58.46 80.32 58.46 96.08
Total Income 1547.28 1694.48 2665.43 3096.16
PBIDT 271.61 170.11 475.21 336.53
Less: (i) Interest 217.19 233.92 221.95 238.64
(II)Depreciation 37.18 32.46 37.18 32.46
Profit Before Exceptional Item and Tax 17.24 (96.27) 216.08 65.43
Exceptional Item - - - -
Profit Before Tax 17.24 (96.27) 216.08 65.43
Less: Provision for Tax
- Current - - 6.53 -
- Deferred 1.65 1.70 0.60 17.87
Profit After Tax 15.60 (97.97) 208.95 47.56
Earnings Per Share (EPS) 0.03 (0.19) 0.40 0.09
Balance Carried to B/S 517.37 501.78 720.11 511.16

 

PERFORMANCE SUMMARY AND STATE OF AFFAIRS

As observed in the table laid above FY 2020-21 was a year of mixed fortunes for yourCompany. Though the topline sufferred slightly there was some relief at the bottomline.Against all odds your Company reported positive figures both at standalone level as wellas at consolidated level. Though the Company's performance was not at expected levelsyour management deserves to be appreciated for their efforts in the backdrop of horrificconditions that have arisen on account of global pandemic. As we all are aware FY 2020-21was marred by intermittent lockdowns and resulting disruptions of life at all levels. Ourbusiness depends largely on government orders especially space and defence sectors whichwere put on back burner owing to paradigm shift amidst the pandemic chaos. Owing tovarious policy decisions and cascading delays we could not generate expected revenuesduring the FY 2020-21. However we were successful in containing the expenses thusreporting a positive bottomline.

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 the topline aswell as to the bottomline of the Company at consolidated level. We recorded an operationalincome of Rs. 2606.97 lacs for the FY 2020-21 as against Rs. 3000.08 lacs for the FY2019-20. Similarly we recorded a PAT of Rs.208.95 lacs for the FY 2020-21 as against aPAT of Rs. 47.56 lacs for the FY 2019-20.

Standalone Level

At Standalone Level we have achieved an operational turnover of Rs. 1488.82 lakhs andearned a PAT of Rs.15.60 lacs for the FY 2020-21 as against an operational turnover of Rs.1614.16 lacs and a Net Loss of Rs. 97.97 Lacs for the FY 2019-20.

We do not propose to transfer any amount to the Reserves for the current FinancialYear.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act 2013 and applicable AccountingStandards and principles the audited financial figures of our Subsidiary have been mergedand consolidated with that of our Company and the audited consolidated Financial Statementis provided in the Annual Report.

Performance of Vama Technologies Pte Ltd. a WOS of the Company

Particulars 2020-21 2019-20
USD INR USD INR
Revenue from operations 1565221 116634975 2059772 145931226
Profit for the year after meeting all expenses before Interest Depreciation & Tax) 270873 19885103 232191 16170651
Less:
Interest - - -
Depreciation and other write off - - -
Provision for Taxation 8890 653415

-

-

Net Profit/Loss 261983 19231688 232191 16170651

 

BUSINESS OPERATIONS AND OUTLOOK

VAMA is a System Integrator providing solutions to Space and Defence customers. VAMAhas started supporting Cloud Projects.

Vama has started supporting High Performing Computing Services and cloud services whichare in high demand globally. We have already done few projects in the cloud space. Thesetwo have tremendous growthprospects in the future. VAMA has been implementing projects allover India for Defence Space C-DAC sectors and is taking up turnkey projects. WithIndia becoming a dominant player in the Space sector ISRO will launch multiple satellitesduring the coming years and the need for Data Centre infrastructure will increase rapidly.ISRO is trying to increase its capacity to deliver by scaling up the frequency of launchesby building more satellites and lowering the cost of access to space. VAMA will getseveral opportunities to bid for infrastructure projects. With the growth in Space andDefence sectors we are confident that we will continue to get opportunities to work onmajor 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.

 

FUTURE OUTLOOK VIS A VIS COVID -19

As we all are aware the outbreak of Covid-19 pandemic in our country during the lateMarch 2020 is still alive in some form or the other. Despite the best efforts at alllevels it appears as if the said pandemic has made deep inroads in our life system. Thepandemic has created snow-ball rolling effect on the global economy. Before we coulddeclare that the Covid -19 has been managed successfully the dealy second waveengulfedone and all indiscriminate of any age or any other criteria for that matter. While we arecollectively and parallely combating this pandemic we are also slowly but steadily tryingto recover and restore normalcyin our economy and also our lives. We have to a certainextent learned to adapt and align our work culture in tune with this Covid -19. Vamabeing substantially dependent on Government budget allocations is closley following upwith its client organistions and departments in order to keep a real time track of theirdecisions. This has helped us plan our resources in an optimal manner. Further we areconstantly in touch with our Bankers who have helped the Company time and again to tideover the liquidity crisis. Further we are also keeping our employees apprised of thedevelopments in the Company and have been successful in retaining their confidence in themanagement. We are experiencing our worst times.

During the first quarter of the current FY (i.e. FY 2021-22) we could not sustain themomentum primarily on account of pandemic which was at its historical peak across thecountry. Such uncertain devastating behaviours in the economy have made us rework ourstrategies. All said and done in view of our past experience as of now it would be tooearly to commit anything as regards our future revenues or profitability.

However your management is all geared up to face any challenge and overcome anycontingency with absolute resilience.

Further we draw your attention to Note 2.41 to the Standalone Financial Statement formore discussion on the captioned matter.

 

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY & NATURE OF BUSINESS

There have been no material changes and commitments affecting the financial position ofthe company between the end of the financial year and the date of this report. Despite thesaid as discussed above the ongoing Covid-19 may have its own ripple effect on thebusiness operations of the Company.

 

NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the FY ended31st March 2021. DIVIDEND

In view of benign profits for the FY 2020-21 and the current turbulent phase yourBoard of Directors have resolved to adopt a cautious approach towards distribution of itsresources. Hence no Dividend is recommend for the FY 2020-21.

Pursuant to Regulation 43A of SEBI (LODR) Regulations 2015 we have framed a DividendDistribution Policy and the same is herewith annexed as 'Annexure X' to thisReport. The Dividend Distribution Policy is posted on the website of the Company and maybe accessed at https://www.vamaind.com/Policies/DividendDistribution Policy.pdf .

 

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL

During the FY 2020-21 there was no change in the share capital of the Company.

The Capital Structure as on date stands as follows:

Authorised Capital : Rs.11Crores

Issued subscribed and Paid up Capital :10.51Crores

 

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 March2021 it has recorded a turnover of USD15.65 lacs. 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 statementalso provides 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 of the Company andto the shareholders of the subsidiary company seeking such information at any point oftime. Further the Annual Accounts of the subsidiary Company shall also be kept forinspection 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 financialstatements including the consolidated financial statement and related information of theCompany 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 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 isuploaded on the website of the Company and may be accessed at https://www.vamaind.com/Policies/MaterialSubsidiary 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 2020-21 (Rs. In lacs) Maximum amount outstanding during the year 2020-21 (Rs. In lacs)
1 Vama Industries Limited (Holding Company) Loans/advances to subsidiaries
Vama Technologies Pte Ltd (Wholly owned subsidiary) Nil Nil
Loans/advances to associates N.A N.A
Loans/advances to firms/ companies in which Directors are interested Nil Nil
• Reliance Tea Private Limited 0.25
• Asha Lube Solutions Private Limited 5.00
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

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 29thDecember 2020.

As already informed Mrs. V Parvathi (DIN: 01240583) was appointed as AdditionalDirector and also as Wholetime Director (Executive Director) by the Board for a period of3 years effective 11th September 2020. Subsequently the members in their AGMheld on 29th December 2020 appointed Mrs. V Parvathi to the office of Directorof the Company and also approved her appointment as Wholetime Director (ExecutiveDirector) of the Company for the said period of 3 years.

Further as already informed Mr. V. Rajam Raju resigned from the office of ExecutiveDirector as well as Director of the Company effective 11th September 2020.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and in accordancewith the Articles of Association of the Company Mrs. V Parvathi (DIN: 01240583) retiresby rotation at the ensuing AGM and being eligible offers herself for re-appointment.

Mr. Gurpreet Singh Sial has been appointed to the office of Company Secretary andcompliance officer of the Company effective 1st November 2020 in place of Ms.Vandana Modani who has resigned from the said office.

Futher based on the recommendation of Nomination and Remuneration Committee the Boardof Directors have appointed Mr. Marlapudi Satish (DIN: 09115483) and Mr. Satya BhaskaraVenkata Subrahmanyam Alumolu (DIN: 07483603) as Additional Directors (non-executiveindependent directors) of the Company effective 08th April 2021 who holdtheir office as such till the ensuing Annual General Meeting.

Resolutions seeking approval of members for their appointment as Independent Directorsfor a period of five years commencing from 08th April 2021 form part of theNotice of AGM attached herewith.

Further Mr. K.V.Krishna Rao (DIN: 01889382) and Mr. K. Vara Prasad Raju (DIN:01607711) resigned from their respective office of Independent Directors of the Companyeffective 09.04.2021 due to pre-occupation.

 

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received respective declarations from all its Independent Directorsconfirming 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 during the year to discuss theperformance of the NonIndependent Directors. All the independent Directors were presentduring the meeting.

In the opinion of the Board all the Independent Directors of the Company possessintegrity expertise and experience justifying their respective office.

 

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.

Subsequent upon changes in the Board of Directors the compositions of committees haveundergone appropriate changes. Subseqeunt upon revision the compositions of thecommittees of the Board presently are hereunder:

Audit Committee
Mr. V. Srinivas - Chairman
Mr. Satish Marlapudi - Member
Mr. S. B.V. Subramanyam Alumolu - Member
Mrs. R. Rama Sravanthi - Member

 

Nomination and Remuneration Committee

Mr. S. B.V. Subramanyam Alumolu - Chairman
Mr. V. Srinivas - Member
Mr. Satish Marlapudi - Member
Mrs. R. Rama Sravanthi- Member

 

Stakeholders Relationship Committee

Mr. S. B.V. Subramanyam Alumolu - Chairman
Mr. V. Srinivas - Member
Mrs. R. Rama Sravanthi- Member

 

Risk Management Committee

Mr. V. Srinivas - Chairman
Mr. V.Atchyuta Rama Raju - Member
Mrs. V. Parvathi - Member

Subsequent upon the resignation of Mr. K.Venkata Krishna Rao & Mr. K. Vara PrasadRaju from the Board of Directors the following changes took place in the composition ofcommittees

• Mr. Satish Marlapudi & Mr. S. B.V. Subramanyam Alumolu were appointed as themembers of the Audit Committee in place of the outgoing members.

• Mr. S. B.V. Subramanyam Alumolu was appointed as the Chairman and Mr. SatishMarlapudi as the member of the Nomination and Remuneration committee in place of theoutgoing members.

• Mr. S. B.V. Subramanyam Alumolu was appointed as the Chairman of StakeholdersRelationship Committee in place of Mr. K.Venkata Krishna Rao.

• Mrs. V. Parvathi was appointed as the member of the Risk Management Committee.

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 process was conducted by the Company internally whichincluded the evaluation of the Board as a whole Board Committees and peer evaluation ofdirectors. While carrying out the evaluation process industry practises are also examinedand applied to the extent feasible. Further the Independent Directors carried out annualperformance of the Chairman. The exercise was led by the chairman of Nomination andRemuneration Committee of the Company. The evaluation process focused on various aspectsof the functioning of the Board and Committees such as composition of the Board and itscommittees experience and competencies performance of special duties and obligationsgovernance issues etc. As an outcome of the exercise it was noted that the Board as awhole is functioning as cohesive body which is well versed with different perspectives.Further performance evaluation was also carried out for Mr. S. B.V. Subramanyam Alumolu& Mr. Satish Marlapudi who were appointed as Non Executive Independent Directors ofthe Company.

Performance evaluation of the Board members is a continuous exercise at Vama whichhelps us to rectify and improve the functioning on a realistic basis.

 

POLICY ON DIRECTORS' APPOINTMENT REMUNERATION ETC.

We have devised the following policies which are attached herewith and marked as Annexure-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/Policyfor Selection of Directors.pdf a nd

ii. https://www.vamaind.com/Policies/RemunerationPolicy.pdf

 

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review on account of rampant pandemic it was not ideal for theDirectors to meet physically for the Board Meetings. Hence the Board meetings were heldboth physically as well as in virtual mode. The Board meetings are scheduled at regularintervals to discuss and decide on business performance policies strategies and othermatters of significance.

The Board duly met 11 times during the Financial Year 2020-21 i.e. 05thJune 2020 27th July 2020 03rd August 2020 01stSeptember 2020 11th September 2020 15th September 2020 18thSeptember 2020 31st October 2020 11th November 2020 02ndDecember 2020 &12th February 2021. The intervening gap betweenany twoconsecutive Board Meetings was within the period prescribed under the provisions of theCompanies Act 2013.

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

Our Risk Management Committee provided exemplary guidance and support during the Covidcrisis times. It was on its toes to ensure that the employees and their family membersreceive timely and adequate help to handle the Covid crisis. It also ensured that theCompany's operations are carried out in a manner where by the loss on account of lockdownsand other restrictions is contained to the extent possible.

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 theCompany'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 accessed at: https://www.vamaind.com/Policies/RiskManagement Policy.pdf

 

INTERNAL FINANCIAL CONTROL SYSTEMS

We have developed and designed our Internal Financial Control Systems on par withIndustry standards. We have adopted policies and procedures which enables implementationof appropriate internal financial controls across the organization at all key levels. Thisensures orderly and efficient conduct of business including adherence to the Company'spolicies safeguarding of assets prevention and detection of fraud error reportingmechanism accuracy and completeness of the accounting records and timely preparation ofreliable financial disclosures. Internal Financial Controls are an integratal part of theRisk Management Process addressing financial and financial reporting risks. The InternalFinancial Controls 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 Auditors 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 (FRN 018367S) who were appointedas the Statutory Auditors of the Company at the 33rd Annual General Meetingheld on 26th September 2018 for a period of 5 years shall continue to hold their officeas such till the conclusion of 38th Annual General Meeting. The Statutory Auditors haveconfirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors Observation(s) & reply thereto:

1. As regards "Emphasis of Matter" stated in Report on Standalone FinancialStatements and also in Report on Consolidated Financial Statements we would like tomention that the matter pertains to the ongoing pandemic Covid -19 which as of now is aglobal crisis. The same has been more discussed somewhere else in this Report and alsounder Note 2.41 of the Standalone Financial Statements and Note 2.40 of the ConsolidatedFinancial Statements attached herewith.

2. As regards the reported delays in depositing undisputed statutory dues (para vii inthe Annexure A to the Report) we would like to mention that the delays were caused purelyon account of liquidity crisis arising out of certain unforseen situation beyond thecontrol of the management. Most of the said dues havebeen either paid as on date or willbe paid very shortly. The management shall ensure that such delays are not repeated in thefuture.

Further the Notes on Financial Statements referred in the Auditors Report areself-explanatory and do not call for any further comments.

 

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 submit their Report on quarterly basis andthe same is placed in the respective Meetings of the Audit Committee and that of the Boardof 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 hasappointed Mr. Anand Kumar C. Kasat Practicing Company Secretary (Presently known as Kasat& Associates Company Secretaries) to undertake the secretarial audit of the Companyfor the FY 2020-21.

The copy of Secretarial Audit Report is attached herewith and marked as Annexure-III.

Observation(s) & reply thereto:

As regards non-compliance of Regulation 17(2A) of SEBI (LODR) Regulations 2015 whilefiling the Report on Corporate Governance for the quarter ended 30.09.2020 we would liketo inform that the reported noncompliance was a mere typographical error. Upon explanationand request the Stock Exchange i.e. BSE Ltd. disposed off the matter without takingany punitive action.

As regards delay in filings of forms / returns we would like to clarify that theinstances of delay reported by the Secretarial Auditor were just clerical in nature andself-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 theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Companies Act 2013 and the rules made thereunder.

 

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:

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 dulycomplied by the Company.

 

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES

During the FY 2020-21 the contracts / agreements /transactions entered by the Companywith its related party(ies) was / were in its ordinary course of business and on arm'slength basis.

We have not entered into any transactions with any related party other than with ourWholly owned subsidiary "Vama Technologies Pte Ltd". All the transactions duringthe year were conducted on arm's length basis without any element of risk as to potentialconflict of interest with that of the Company at large. Duringthe year we have notentered into any contract / arrangement / transactions with related parties whichcould 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_Policy.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 as Annexure -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 2020-21 the unclaimed dividend in respect of financialyear 2012-13 amounting to Rs. 33972 (Rupees Thirty Thousand Nine hundred and Seventy Twoonly) 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 C ompany has appointed a Nodalofficer under the provisions of IEPF the details of which are available on the website ofthe Company https://vamaind.com/investor-contact.html.

Information in respect of unclaimed dividend and due dates for transfer to the IEPF aregiven below:

Sl.N o. For the Financial year ended Percentage of Dividend Date of Declaration Due date for transfer to IEPF
1 2013-14 (Final) 1% 25.09.2014 27.11.2021
2 2014-15 (Final) 2% 29.09.2015 01.12.2022
3 2015-16 (Final) 1% 26.09.2016 28.11.2023
4 2016-17 (Final) 5% 25.09.2017 27.11.2024
5 2017-18 (Final) 5% 26.09.2018 28.11.2025
6 2018-19 (Final) 1% 25.09.2019 27.11.2026
7 2019-20 (Final) Nil NA NA
8 2020-21 (Final) Nil NA NA

 

INSURANCE

All properties and insurable interests of the Company have been fully insured.

 

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 2021.Further there were no outstanding deposits as at the beginning of the FY or at any timeduring the FY 2021. 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 ended 31stMarch 2021 and / or outstanding as on the said date are as hereunder:

Sl. No. Name Borrowings during the year (Rs. In lacs) Repayments during the year (Rs. In lacs) Amt. outstanding as on 31st March 2021 (Rs. In lacs)
1. Mr. V. Atchyuta Rama Raju 151.51 253.21 144.85
2. Mrs. V. Parvathi 36.40 2.8 33.60

Further Mr. V. Atchyuta Rama Raju and Mrs. V. Parvathi have provided declaration(s) inwriting that the amounts lent by them are their own funds and not been given out of fundsacquired by them by borrowing or accepting loans or deposits from others.

 

ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act 2013 a copy of AnnualReturn in the prescribed format i.e. Form MGT -7 along with attachments is placed on thewebsite of the Company https://www.vamaind.com/Annual_Report/Annual_Return_FY_2020_21.pdf

 

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 of the Companies Act 2013 and Regulation 22of SEBI (LODR) Regulations 2015 the Company has formalized the process and implemented'Whistle Blower Policy' within the Company whereby employees and other stakeholders canreport matters such as generic grievances corruption misconduct illegality andwastage/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 XI to this Report. The Vigil Mechanism and Whistle BlowerPolicy 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 theManagement Discussion and Analysis is set out in Annexure-V attached to thisReport.

 

CORPORATE GOVERNANCE

We have been making every endeavour to bring more transparency in the conduct of ourCompany'sbusiness. We have set highest standards as our benchmarks which are reviewed andevaluated on a periodic basis. As per the requirements of Regulation 34 (3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a report on CorporateGovernance for the year 2020-21 and a certificate from M/s. Kasat & AssociatesCompany secretaries is furnished which forms part of this Annual Report as Annexure- VII.

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 the Annual Report.

 

DISPATCH OF ANNUAL REPORTS

In compliance with the applicable provisions we shall dispatch the Annual Report forthe FY 2020-21 in electronic format to all our members whose E-Mail addresses areregistered and updated with our Registrar & Transfer Agents.

 

LISTING & TRADING

Our Equity Shares are listed on BSE Limited Mumbai. The listing fee for the FY 2020-21has been duly paid. You may further note that the listing/ trading was never suspended atany time during the financial year 2020-21.

 

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 -VI (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.Rs.8.5lakhs per month or Rs.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 2021 as required under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and asamended is attached herewith and marked as Annexure- VI (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.389040 (equivalent to 6000 USD)currently standing at Rs.4.41 lacs owing to exchange fluctuations towards subscriptionof 8680 equity shares i.e. 100% stake.

Apart from the aforesaid we have not given any fresh loan or made new investment orgiven 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 ason 31st March 2021.

 

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 hadbeen followed along with proper explanation relating to material departures if any

b) the directors had 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 at the end of the financial year 2020-21and of the profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were 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. However as discussed elsewherein this Report the Company received a Notice from BSE Limited to which the Companyprovided satisfactory explanation. The Stock Exchange was kind enough to dispose off thematter without taking any punitive action.

 

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 composition etc. of the said committee are provided in the section onCorporate 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 strongly believe that employees are the back-bone of any organisation especially incase of our Company which operates in the field of technology. We express our deep senseof appreciation for the services rendered by our employees defying all the adversariesduring Covid times. The management shall be ever indebted to them. We also express oursincere appreciation towards all our customers suppliers banks advisors Government ofIndia and Government Departments concerned State Governments and other authorities fortheir sustained support and co-operation helping the Company withstand turbulent Covidtimes.

Further we shall be ever indebted to all our shareholders and other stakeholders fortheir trust and cooperation in our management our Board of Directors and our Company.

For and on behalf of the Board
Sd/-
V. Atchyuta Rama Raju
Date : 02nd September 2021 Chairman and Managing Director
Place : Hyderabad DIN:00997493

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