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Variman Global Enterprises Ltd.

BSE: 540570 Sector: Infrastructure
NSE: N.A. ISIN Code: INE717F01010
BSE 00:00 | 21 Jan 60.20 2.85
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NSE 05:30 | 01 Jan Variman Global Enterprises Ltd
OPEN 60.20
PREVIOUS CLOSE 57.35
VOLUME 5046
52-Week high 60.20
52-Week low 11.65
P/E 668.89
Mkt Cap.(Rs cr) 101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 60.20
CLOSE 57.35
VOLUME 5046
52-Week high 60.20
52-Week low 11.65
P/E 668.89
Mkt Cap.(Rs cr) 101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Variman Global Enterprises Ltd. (VARIMANGLOBAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Directors' Report and the AuditedStatement of Accounts of the Company for the Financial Year ended 31st March 2020.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERTAIONS STATE OF AFFAIRS:

The performance of the Company during the year has been as under:

Particulars

Standalone

Consolidated
Total Revenue from operations 2019-2020 2018-2019 2019-20
1873.03 614.00 6323.76
Total Expenses 1842.32 602.35 6243.70
Profit Before Tax 30.72 11.65 80.06
Less: Provision for Taxation (7.99) (2.89) 21.22
Profit / (Loss) After Tax 22.73 8.76 58.91
Other Comprehensive Income -- -- --
Total Comprehensive Income 22.73 8.75 58.91
Earning per Equity Share- Basic & Diluted (in Rs.) 0.14&0.14 0.05 & 0.05 0.35 & 0.35

2. IMPACT OF COVID -19

Due to COVID19 the business dynamics have changed and the work is shifted from"Work from Office" to "Work from home" and this has created hugebusiness opportunities for us in distribution and Corporate business. Our business hasincreased in the couple of months and we anticipate growth of business in the comingmonths.

3. CHANGE IN THE NATURE OF THE BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. RESERVES

During the year your Company has not transferred any amount to General Reserve Account.

5. DIVIDEND

Keeping the Company's expansion and growth plans in mind your directors have decidednot to recommend dividend for the year.

6. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company.

7. CONSOLIDATED IND AS FINANCIAL STATEMENTS:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the ‘Listing Regulations') and Section129 of the Companies Act 2013 the Consolidated Financial Statements which have beenprepared by the Company in accordance with the applicable provisions of the Companies Act2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this AnnualReport.

8. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and up to date of this report.(25.07.2020)

9. BOARD MEETINGS:

The Board of Directors duly met six (6) times during thefinancial year from 1st April2019 to 31st March 2020. The dates on which the meetings were held are 30.05.201914.08.201916.10.2019 07.11.2019 14.11.2019 and13.02.2020.

10. REVISION OF FINANCIAL STATEMENTS:

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

11. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO ANDKEY MANANGERIAL PERSONNEL:

• Mr. Deepak Sagaram and Mr.AerollaBalram Independent Directors of the companyhave resigned from the company w.e.f. 13.02.2020 due to their commitment and personalpreoccupations. The Board places on record

its sincere appreciation for the valuable services rendered by them during their tenureas Director.

• Mr. Ravi Kanth Kancherla and Mr. Atchuta Satyanarayanaare being appointed asIndependent Director of the Company not liable to retire by rotation w.e.f. 13.02.2020up to 12.02.2025

• Mrs. B. Srilatha is liable to retire by rotation being eligible offer herselfforreappointment.

• Re-appointment of Mr Dayata Sirish As A Managing Director of the Company w.e.f01.10.2020 to 30.09.2023

• Re-appointment of Mr Omprakash Kovuri as a Whole-time Director of theCompanyw.e.f. 20.04.2021 to 19.04.2024

• Re-appointment of Mr Praveen Dyta as a Whole-time Director of the Company w.e.f02.04.2021 to 01.04.2024

• Re-appointment of Mr Raja Pantham as a Whole-time Director of the Companyw.e.f20.04.2021 to 19.04.2024

• Re-appointment of Raghavendra Kumar Koduganti (DIN: 02376957) as an IndependentDirector of the Companyw.e.f 20.04.2021 to 19.04.2026.

As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under:-

Name of the Director Mr. Dayata Sirish Mr. Praveen Dyta
Date of Birth 01.06.1969 07.09.1971
Qualification Masters in commerce Bachelor in engineering
Expertise in specific functional areas Finance Technical
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board
No. of Shares held in the Company 3844020 Equity Shares of the Company.
Inter se relationship with any Director Husband of Mrs. B. Srilatha Non - Executive Director
Name of the Director Mr. K. Omprakash Mrs. B. Srilatha
Date of Birth 05.08.1958 10.02.1975
Qualification Graduate Graduate
Expertise in specific functional areas Management Public Relations
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board Abhishek Infraventures Limited NIL
No. of Shares held in the Company 1147500 Equity Shares of the Company.
Inter se relationship with any Director Wife of Mr. D. Sirish Managing Director of The Company.
Name of the Director Mr. Raja Pantham Mr. K. Raghavendra Kumar
Date of Birth 04.05.1979 30.08.1962
Qualification Bachelors in Business Administration Cost Accountant
Expertise in specific functional areas Technical Finance
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board Sriven Multi-Tech Limited
No. of Shares held in the Company
Inter se relationship with any Director
Name of the Director Mr. Atchuta Satyanarayana Mr. Ravi Kanth Kancherla
Date of Birth 01.07.1962 05.02.1978
Qualification B.Com MBA
Expertise in specific functional areas Technical Public relations
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board
No. of Shares held in the Company
Inter se relationship with any Director

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Ravikanth Kancherla Mr. K. RaghavendraKumar Mr.Atchuta Satyanarayana and Mr.Aditya Gangasani Independent Directors of theCompany to the effect that they are meeting the criteria of independence as provided inSub-Section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Independent Directors have also confirmed that they have complied Company's Code ofConduct.

In terms of Regulations 25(8) of the Listing Regulations theIndependent Directors haveconfirmed that they are not aware of anycircumstance or situation which exists or may bereasonablyanticipated that could impair or impact their ability to discharge theirdutieswith an objective independent judgement and without anyexternal influence.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the directors.Direct meetings with the Chairman is further facilitated to familiarize the incumbent

Director about the Company/its businesses and the group practices.

The details of familiarisationprogramme held in FY 2019-20 are also disclosed on theCompany's website at http://www.varimanglobal.com/

14. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required for the position. The potential BoardMember is also assessed on the basis of independence criteria defined in Section 149(6) ofthe Companies Act 2013 and Regulation 27 of SEBI (LODR) Regulations 2015.

In accordance with Section 178(3) of the Companies Act 2013 and Regulation 19(4) ofSEBI (LODR) Regulations 2015 on the recommendations of the Nomination and RemunerationCommittee the Board adopted a remuneration policy for Directors Key Management Personnel(KMPs) and Senior Management. The Policy is attached as an Annexure to the CorporateGovernance Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have laid down internal financial controls to be

followed by the Company and that such internal financial controls are adequate and areoperating effectively; and

6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s Straton Business Solutions Private Limited and M/s Verteex Vending and EnterprisesSolutions Private Limited subsidiaries of the company made a revenue of Rs. 213527068with a profit ofRs.1672708and revenue of Rs.217466130 with a profit of Rs.2627503respectively for the year 2019-20.Form AOC-1 is given elsewhere in the Annual report.

17. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the period under review there are no companies who ceased or became thesubsidiaries joint ventures or associate companies.

18. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is a part of this Annual Report in enclosed as Annexure-I.

19. STATUTORY AUDITORS:

The members of the Company in accordance with Section 139 of the Companies Act 2013had passed a resolution for appointment of M/s. M. M. Reddy & Co. as StatutoryAuditors of the Company for a period of 5 years in the AGM held on 29.09.2017 to holdoffice up to the conclusion of 28thAnnual General Meeting of the Company to be held in theyear 2021- 2022which was subject to ratification as per the provisions of Companies Act2013.

However pursuant to notification from the MCA dated 07.05.2018 ratification ofappointment of statutory auditors at every Annual General Meeting has been dispensed with.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

21. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

22. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 134(3) (f) &Section 204 of the Companies Act2013 the Board has appointed M/s. VivekSurana& Associates Practicing CompanySecretaries has under taken Secretarial Audit of the Company for financial year ending31.03.2020. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II ofthis Report.

23. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made—

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 312020 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March312020 on the Compliances according to the provisions of Section 204 of the Companies Act2013 and does not have any qualifications reservations or adverse remarks.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans Guarantees or made anyinvestments covered undersection 186 of the Companies Act 2013during the year under review.

25. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of

business. There were no material significant related party transactions made by theCompany with the Promoters Directors Key Managerial Personnel or the Senior Managementwhich may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature.

Transactions with the Related Parties as required under Indian Accounting Standard- 24are disclosed in Note 22 of the standalone financial statements forming part of thisAnnual Report.

26. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act 2013 areprovided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

27. COMMITTEES:

(I). AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18(1) of SeBi (LODR) Regulations with the Stock Exchanges read with Section 177of the Companies Act 2013 are included in the Corporate Governance report which formspart of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line withthe provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchangesread with Section 178 of the Companies Act 2013 are included in the Corporate Governancereport which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in line with theprovisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read withSection 178 of the Companies Act 2013 are included in the Corporate Governance reportwhich forms part of this report.

(IV) . RISK MANAGEMENT COMMITTEE AND POLICY:

The Company has constituted a Risk Management Committee. The details of constitution ofthe Committee and its terms of reference are set out in the Report on CorporateGovernance. The Company as formulated a Risk Management Policy under which various risksassociated with the business operations is identified and risk mitigation plans have beenput in place.

The Company follows a comprehensive system of Risk Management. The Company has adopteda procedure for assessment andminimization of probable risks. It ensures that all therisks are timelydefined and mitigated in accordance with the well-structured riskmanagement process.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013read with Regulation 22 of SEBI (LoDR) Regulations 2015 a vigil Mechanism for Directorsand employees to report genuine concerns has been established. It also provides fornecessary safeguards for protection against victimization for whistle blowing in goodfaith.

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR COMPOSITION OF CSR COMMITTEE AND CONTENTS OFCSR POLICY):

Since the Company does not have the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more or a net profit of Rs. 5

Crores or more during the financial year section 135 of the Companies Act 2013relating to Corporate Social Responsibility is not applicable and hence the Company neednot adopt any Corporate Social Responsibility Policy.

30. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

32. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

33. INSURANCE:

The properties and assets of your Company are adequately insured.

34. CREDIT & GUARANTEE FACILITIES:

The Company has neither taken any secured loans from Banks nor given any Guarantee onbehalf of any Body Corporate.

35. INVESTOR EDUCATION AND PROTECTION FUND

During the Year the company has not transferred any amount to Investor Education andProtection Fund.

36. SHARE CAPITAL

The authorised share capital of the Company stands at Rs. 185000000/-.

The paid up share capital of the Company stands at Rs. 167425000 /- divided into16742500 equity shares of Rs.10/- each.

37. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company.As stipulated under Regulation 34 read with schedule III of SEBI (lOdR) Regulations 2015a report on Corporate Governance duly audited is appended as Annexure III for informationof the Members. A requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the Report onCorporate Governance.

38. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationappended as Annexure IV for information of the Members.

39. INTERNAL AUDIT:

The Company has adequate internal controls consistent with thenature of business andsize of the operations to effectively provide forsafety of its assets reliability offinancial transactions with adequatechecks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.

The Board has reappointed M/s. VASG & Associates. Chartered AccountantsHyderabadas internal Auditors. Deviations are reviewed periodicallyand due compliance ensured.Summary of Significant AuditObservations along with recommendations and itsimplementationsare reviewed by the Audit Committee and concerns if any are reported toBoard.

40. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website http://www.varimanglobal.com//investors/ policies). The policiesare

reviewed periodically by the Board and updated based on need and new compliancerequirement.

Name of the policy Brief Description Website link
Board Diversity Policy At Variman Global Enterprises Limited we believe that a truly diverse board will leverage differences in thought perspective knowledge skill regional and industry experience cultural and geographical background age ethnicity race and gender which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. http://www.variman global.com/investor s/Policies/board- diversity- policy.pdf
Nominatio n and Remuner ation Policy This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors key managerial personnel and other employees. http://www.variman global.com /investors/Policies/ Nomination& Remuneration Policy.pdf
Policy on Material Subsidiari es The policy is used to determine the material subsidiaries and material non- listed Indian subsidiaries of the Company and to provide the governance framework for them. http://www.variman global.com/investor s/Policies/Material subsidiaries.pdf
Related Party Transacti on Policy The policy regulates all transactions between the Company and its related parties http://www.variman global.com/ /investors/Policies/ RelatedParty transaction policy.pdf

41. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government.

We would like to place on record our appreciation for the efforts made by themanagement and the keen interest shown by the Employees of your Company in this regard.

42. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

43. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 read withRegulation 24(A) of the Listing Regulations directed listed entities to conduct AnnualSecretarial compliance audit from a Practicing Company Secretary of all applicable SEBIRegulations and circulars/guidelines issued there under. Further Secretarial ComplianceReport dated 25.07.2020 was given by M/s. VivekSurana& Associates Practicing CompanySecretary which was submitted to Stock Exchange.

The Secretarial Compliance Report does not contain any qualification.

44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. Thefollowing is the summary of sexual harassment complaints received and disposed during thecalendar year.

• No. of complaints at the beginning of the year: Nil

• No. of complaints received: Nil

• No. of complaints disposed of: Nil

45. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT& REMUNERATION) RULES 2014:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure V to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as Annexure VI.

During the year NONE of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

46. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Managing Director (Mr D. Sirish) andWhole-Time Director (Mr.Praveen Dyta) of the Company to the median remuneration of theemployees are2.27:1 and 5.03:1 respectively.

47. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (https://http://www.varimanglobal.com/investors/insider-trading-policy.pdf)

48. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

49. CHANGE IN NAME OF THE COMPANYAND THE REGISTERED OFFICE OF THE COMPANY

The Company has changed its name from Spring Fields Infraventures limited to VarimanGlobal Enterprises Limited w.e.f16.12.2019 and the registered office of the Company from1-4-879/62 Bank Colony 1st floor Gandhinagar Hyderabad - 500020 Telangana to1-2-217/10 Domalguda Hyderabad - 500 029 Telanganaw.e.f 10.06.2020.

50. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC):

There is no application filed for corporate insolvency resolutionprocess by afinancial or operational creditor or by the company itself under the IBC before the NCLT.

51. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

52. EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

53. CEO/ CFO Certification

The Managing Director cum CEO and CFO certification of the financial statements for theyear 2019-20 is annexed in this Annual Report.

54. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

For and on behalf of the Board For Variman Global Enterprises Limited
Sd/- D. Sirish Managing Director (DIN:01999844) Sd/- K. Omprakash Whole-Time Director& CFO (DIN: 03125398)
Place:Hyderabad Date: 25.07.2020 Sd/- K. Raghavendra Kumar Chairman and Director (DIN: 02376957)

ANNEXURE- I

MGT 9

Extract of Annual Return As on the Financial Year 31.03.2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

CIN L67120TG1993PLC016767
Registration Date 20/12/1993
iii. Name of the Company (formerly known as Spring Fields Infraventures Limited)
iv. Category / Sub-Category of the Company Company Limited by Shares Indian Non-Government Company
V. Address of the Registered office and contact details 1-2-217/10 3rd & 4th FloorGaganMahal Dom alguda Hyderabad Telangana 500029 Email Id: www.varimanglobal.com
vi. Whether listed company Yes / No Yes
vii. Name Address and Contact details of Registrar and Transfer Agent if any Aarthi Consultants Private Limited 1-2-285 Domalguda Hyderabad-500029 Ph.Nos.040-27638111/27634445 Email : info@aarthiconsultants.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products /services NIC Code of the Product / service % to total turnover of the company
1 Wholesale trade services 9961 100.00
Sl.N Name and Address of CIN/GLN Holding/Subsidiary % of shares Applicable
the Company /Associate held Section
1 Verteex Vending And Enterprises Solutions Private Limited (3-6-672 Street No 10 Himayat Nagar Hyderabad 500029 ) U74999TG20 18PTC123699 Subsidiary 51% 2(87)(ii)
2 Straton Business Solutions Private Limited (1-2-217/10 GaganMahal Domalguda Hyderabad -500029 ) U15122TG20 13PTC089719 Subsidiary 51% 2(87)(ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding;-

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

%Change during the year

Demat Physical Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters
(1)Indian
Individual/ HUF 5621520

5621520

33.58

55454445

0

55454445

33.12
Central Govt. -
State Govt .(s) -
Bodies Corp. 398845 0

398845

2.38

398845

0

398845

2.38
Banks/FI -
Any Other.... -
Sub-total (A) (1) :- 6020365 0

6020365

35.96

5944290

0

5944290

35.50
(2) Foreign
- Individuals
b) Other - Individuals
c) Bodies Corp. -

-

d) Banks / FI -

-

e) Any Other..
Sub-total (A) (2):-
Total shareholding of Promoter (A) =(A)(1)+(A)(2) 6020365 0

6020365

35.96

5944290

0

5944290

35.50

(0.46)
B. Public Shareholding
1.Institutions
a) Mutual Funds -

-

b) Banks / FI -

-

c) Central Govt. -

-

d) State Govt.(s) 250000

250000

1.49

250000

250000

1.49

e) Venture Capital Funds
f) Insurance Companies
g) Fils -

-

h) Foreign Venture Capital Fund
i) Others (specify)
2. Non Institutions
a) Bodies Corp.
i) Indian 168584 27000

195584

1.17

168266

27000

195266

1.17

ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 1 lakh 114560 772300

886860

5.30

164692

758700

923392

5.52

0.22
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 8885331 244300

9129631

61.38

10050253

244300

10294553

61.49

0.11
c) Others (specify)
1. NRI 260000

260000

1.55

279999

279999

1.67

0.12
2.Emlpoyees
3.Clearing Members 60

60

0.0

2500

2500

0.01

0.01
4 registered with RBI
Sub-total (B)(2):- Public Shareholding (B)=(B)(1)+(B)(2) 9678535 1043600

10722135

64.05

9768210

1030000

10798210

64.50

0.46
C. Shares held by Custodian for GDRs&ADRs
Grand Total (A+B+C) 15698900 1043600

16742500

100.000

15712500

1030000

16742500

100.00

(ii)Shareholding of Promoters

Sl. No Shareholder's Name

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

%Change during the year

No. of shares

% of Total Shares of the Compa ny % of shares pledged/enc umbered to total shares

No. of shares

% of Total Shares of the Company

% of shares pledged/e ncumbere d to total shares

1 JSV Securities Private Limited

398845

2.38

398845

2.38
2 K. Vishwani
3 K. Swathi
4 D.Sai Ram 130000 0.78 130000

0.78

5 D.Y. Jai Deep
6 D. Sirish 3844020 22 .96 3844020

22.96

7 Veerraju 120000 0.72 120000

0.72

8 K.Nagabhushanam 110000 0.66 110000

0.66

9 K. Anitha 900 00 0.54 13986

0.08

(0.46)
10 SainathGoud 30000 0.18 30000

0.18

11 D. Vinod Kumar 30000 0.18 29939

0.18

12. YadaiahPasupula 120000 0.72 120000

0.72

13. SrilathaBurugu 1147500 6.85 1147500

6.85

(iii) Change in Promoters' Shareholding ( please specify if there is no change):

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1 K. Anitha

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

90000

0.54

Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/bonus/sweat equity etc.) Sell open market : 06.09.2019

25767

0.15

64233

0.38

Date : 13.09.2019

10095

0.06

54138

0.32

15.11.2019

10123

0.06

44015

0.26

22.11.2019

2000

0.01

42015

0.25

25.11.2019

12019

0.07

29996

0.18

29.11.2019

3410

0.02

26586

0.16

5800

0.03

20786

0.13

06.12.2019
13.12.2019

40000

0.23

16786

0.10
27.12.2019

300

0.01

16486

0.0.09
28.02.2020

500

0.00

15986

0.09
06.03.2020

2000

0.01

13986

0.08
At the End of the year

13986

0.08

(iv) Shareholding Pattern of top ten Shareholders (other than DirectorsPromoters and Holders of GDRs andADRs):

Sl. No. Shareholder Name

Shareholding at the beginning of the year

Date Increase/Decr ease in shareholding Reason

Cumulative Shareholding during the year

No. of Shares % of total share s of the comp any No. of shares % of total shares of the company
1 MURALI KOVURI 1000000 5.97 02.07. 2018 1000000 5.97
2 RAMACHANDRA MURTHY ADIRAJU 600000 3.58 02.07. 2018 600000 3.58
3 RAJENDRA PRASAD ADI RAJU

518387

3.10

23.08. 2019 1 Sell 518386 3.09
30.08. 2019 19234 Sell 499152 2.98
06.09. 2019 2471 Sell 496681 2.97
07.02. 2020 5000 Sell 491681 2.93
4 RAGHU VEMULAPALLI 501200 2.99 30.08. 2019 1200 sale 500000 2.99
5 SRILAKSHMI VEMULAPALLI 500000 2.99 500000 2.99
6 PADMA RAJENDER THODUPUNUR 500000 2.99 500000 2.99
7 SHARADA KOVURI 400000 2.39 400000 2.39
8 SUSHMA KUPUNARAPU 300000 1.79 300000 1.79
9 JYOTHIRLINGAM KOMAIWELLI 300000 1 .79 300000 1.79
10 BHANAU PRAKASH KOVURI 260000 1.55 260000 1.55

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. For Each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the company

No. of shares

% of total shares of the company
1. D. Sirish
At the beginning of the year

3844020

22.96

3844020

22.96
Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year

3844020

22.96

3844020

22.96
2. OmprakashKovuri
At the beginning of the year
Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year
3. Praveen Dyta
At the beginning of the year

-

Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year

-

4. Raja Pantham
At the beginning of the year

-

Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year

-

5. BuruguSrilatha
At the beginning of the year

1147500

6.85

1147500

6.85
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year

1147500

6.85
6. AtchutaSatyanarayana
At the beginning of the year

-

Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year

-

7. AdityaGangasani
At the beginning of the year

-

Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year

-

8. Ravi KanthKancherla

-

At the beginning of the year
Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year

-

9. K. Raghavendra Kumar

-

At the beginning of the year
Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year
10. Madhu Mala Solanki
At the beginning of the year

-

Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc):
At the End of the year

-

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Indebtedness at the beginning of the financial year Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Principal Amount ii) Interest due but not paid iii) Interest accrued but not due 1021394 12844375 - 13865769
Total (i+ii+iii) 1021394 12844375 - 13865769
Ch ange in Indebtedness during the financial year Addition Reduction (164869) 5926976 - 5762107
Net Change (164869) 5926976 - 5762107
Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not pa id iii) Interest accrued but not due 856525 18771351 - 19627876
Total (i+ii+iii) 856525 18771351 - 19627876

3 WE

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sl. no. Particulars of Remuneration

Name of MD/WTD/ Manager:

Total
1. Gross salary D. Sirirsh

715000

715000
(a) Salary as per provisions contained in section 17(1) of the Income- ue of perquisites u/s 17(2) Income- (c) Profits in lieu of salary under section 17(3) Income tax Act 1961 Praveen Dyta 1218580

1218580

2. Stock Option
3. Sweat Equity
4. Commission - as % o - Others specify...
5. Others please specify
6. Total (A)

1933580

7. Ceiling as per the Act Within the ceiling limits

B. Remuneration to other directors:

Sl. no. Particulars of Remuneration

Name of Director

Total Amount
1 Independent Directors Fee for attending board / committee meetings Commission Others please specify - - - - -
Total (1) - - - - -
2 Other Non-Executive Directors Fee for attending board / committee meetings commission Others please specify - - - - -
Total (2) - - - - -
Total (B)={1+2) - - - - -
Total Managerial Remuneration - - - - -
Overall Ceiling as per the Act - - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/NWGER7WTD

Sl. no. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary CFO Total
1. Gross salary (a) Salary as per provisions co ntained in section 17(1) of the Income- (b) Value of perquisites u/s 17(2) Income-tocAct 1961 (c) Profits in lieu of salary under section 17{3) Income- Mrs. Madhu Mala Solanki Rs. 240000 240000
2. Stock Option
3. Sweat Equity
4. Commission - - others specify...
5. Others please Specify
6. Total 240000 240000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compoundin g fees imposed Authority [RD / NCLT T] Appeal made if any (give Details)
A COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

.