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Vedavaag Systems Ltd.

BSE: 533056 Sector: IT
NSE: N.A. ISIN Code: INE359B01010
BSE 13:13 | 19 May 49.10 -2.95
(-5.67%)
OPEN

49.05

HIGH

50.70

LOW

48.00

NSE 05:30 | 01 Jan Vedavaag Systems Ltd
OPEN 49.05
PREVIOUS CLOSE 52.05
VOLUME 32164
52-Week high 92.45
52-Week low 29.50
P/E 16.70
Mkt Cap.(Rs cr) 113
Buy Price 49.10
Buy Qty 69.00
Sell Price 49.65
Sell Qty 10.00
OPEN 49.05
CLOSE 52.05
VOLUME 32164
52-Week high 92.45
52-Week low 29.50
P/E 16.70
Mkt Cap.(Rs cr) 113
Buy Price 49.10
Buy Qty 69.00
Sell Price 49.65
Sell Qty 10.00

Vedavaag Systems Ltd. (VEDAVAAGSYSTEMS) - Director Report

Company director report

Dear Shareholders

Your directors have immense pleasure in presenting the 23rd Directors' Report of yourcompany together with the Audited Standalone and Consolidated Financial Statements for theyear ended 31st March 2021.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

Consolidated

Standalone

Particulars 2021 2020 2021 2020
Total Income 7272.16 7744.64 5641.63 6261.51
Total Expenditure 5729.49 6339.29 4611.97 5285.34
Gross profit before depreciation and Tax 1542.67 1405.34 1029.66 976.17
Depreciation 576.41 570.66 233.42 262.36
Profit Before tax 966.25 834.68 796.23 713.80
Provision for tax 243.96 164..24 212.41 163.73
Deferred Tax 22.11 45.75 -5.53 13.00
Profit after tax 700.18 624.69 589.35 537.07

As you are aware your Company provides customised Financial Inclusion Insurance andother services at micro level. It delivers innovative solutions and in turn adds value tothe business throughout all the segments. The company delivers high quality products andservices which help to leverage market opportunities and gain competitive advantage.

1. Dividend:

Based on the Company's Performance the Directors have recommended a final Dividend ofRs.0.60 per equity share. In terms of regulation 43 A of SEBI (Listing Obligation andDisclosure Requirement) the company has not yet formulated its dividend policy.

The Dividend Distribution Tax Payable by the Company in declaration of Dividend hasbeen abolished w.e.f. 1st April 2020. Pursuant to this amendment andconsequential amendment brought vide Finance Act 2020 as the dividend paid by theCompanies is taxable in the hands of Shareholders the Company would be under anobligation to deduct tax at source (TDS) in accordance with the Provisions of Income TaxAct 1961 (as amended from time to time).

2. Transfer to Reserves:

During the Financial Year 2020-21 your Company has not transferred any amount toGeneral Reserves.

3. Public Deposits:

Your company has not accepted any deposits falling within the meaning of section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) rules 2014 during theFinancial Year.

4. Share Capital:

There was no public issue right issue or preferential issue during the Year. Thepaid-up Share Capital of the Company as on 31st March 2021 stands as 22925000 Shares ofRs.10 Each.

5. Subsidiary Companies:

Your company has three Wholly Owned Subsidiary Companies as on 31st March2021 viz. VSL Data Systems Private Limited Vagdevi Sark Edutech Private Limited VedavagCommon Service Centres Private Limited.

Pursuant to Provisions of Section 129(3) of the Companies Act 2013 a statementcontaining the salient features of financial statements of the Company's Subsidiaries inthe form AOC -2 is annexed (Annexure-2) to this report.

6. Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 yourDirectors confirm as under:

> In the preparation of the Annual Accounts the applicable Accounting Standardsread with requirements set out under Schedule III to the Companies Act 2013 have beenfollowed and there are no material departures from the same.

> 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 your Company at the end of the financial year ended31st March 2021 and the Profit of the Company for the year under review.

> The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

> The Directors have prepared the annual accounts on a ‘going concern' basis.

> The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.

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

7. Management Discussion and Analysis

Pursuant to the provisions of Regulation 34 read with Schedule 5 of the SEBI (ListingObligation and Disclosure Requirement) regulation 2015 a report on Management Discussionand Analysis is enclosed as Annexure- 4.

8. Directors and Key Managerial Personal:

During the year under review the following changes occurred in the Composition of theBoard and Key Managerial Personnel of Your Company.

Pursuant to Section 152 of the Companies Act 2013 Mrs. J. Sujatha (DIN 07014640)Director will retire at the ensuing Annual general Meeting and being eligible offersherself for Re-appointment. The Board recommends her reappointment.

Pursuant to provisions of section 149 of the companies Act 2013 the IndependentDirectors have submitted declaration that each meet criteria of Independence as providedunder Section 149(6) of the Act along with Rules framed there under and Regulation16(1)(b) of the Securities Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015.

Mr. D. Ramesh Sinha who was appointed as Non-executive and Non-independent Director isredesignated as Nonexecutive Independent Director vide Board Meeting Dated 02ndSeptember 2021 the same has been placed in the forthcoming Annual General forshareholders approval.

Pursuant to provisions of section 149 of the companies Act 2013 the IndependentDirectors have submitted declaration that each meet criteria of Independence as providedunder Section 149(6) of the Act along with Rules framed there under and Regulation16(1)(b) of the Securities Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015.

Pursuant to Section 161 of the Companies Act Mr. Jonnavittula Ananth was appointed asAdditional director in the Category of Promoter Director Vide Board Meeting Held on 2ndSeptember 2021.

9. Number of Board Meetings:

During the year eight (8) meetings of the Board of Directors were held. The requisitedetails of the Directors present are provided under Corporate Governance report whichforms part of this report.

10. Board Evaluation and Assessment:

Pursuant to the provisions of the Act and Regulation 17 of SEBI (LODR) Regulations2015 the Board had carried out an annual evaluation of the Directors individually and ofthe committees of the Board by seeking the inputs of Directors on various aspects of theBoard/Corporate Governance. The Board has reviewed the performance of Individual Directorsand Chairperson.

The performance of the committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of criteria such as compositions of committeeseffectiveness of committee meetings.

11. Policy on Directors appointment and remuneration:

The Policy of the Company on Directors appointment and remuneration including thecriteria for determining qualifications positive attributes Independence of Directorsand other matters are adopted as per the provisions of the Companies act 2013.

12. Internal Controls:

The company's internal control system has been established on the values of integrityand operational excellence. The company's internal control system is periodically testedand supplemented by extensive program.

> Financial propriety of business transactions.

> Safeguarding the assets of the Company.

> Compliance with prevalent statues regulations management authorization policiesand procedures.

The Audit Committee of the Board periodically reviews audit plans observations andrecommendations of the internal and external auditors with reference to the significantrisk areas and adequacy of internal controls and keeps the Board of Directors informed ofits observations if any from time to time.

13. Audit Committee:

The Audit Committee consists of three Directors as on March 31st 2021. The committeeis constituted as per Provisions of Companies Act 2013 read with rules made there underand SEBI (Listing Obligation and Disclosure Requirements) amended from time to time.

During the year the Audit Committee met four times i.e. on 30th June 2020 14thSeptember 2020 29th October 2020 13th February 2021.

14. Auditors:

At the 22st Annual General Meeting of the company M/S PARY & CO were appointed asStatutory Auditors of the company for one year i.e. till conclusion of 23rd AGM. The sameauditors have been re-appointed as statutory auditors to hold office from conclusion of23rd Annual General Meeting till the conclusion of 24th Annual General Meeting.

15. Secretarial Auditors report:

The Secretarial audit report is attached in the Annexure-5

16. Corporate Social Responsibility:

The Annual Report of Corporate Social Responsibility has been provided in Annexure-7.The Constitution of CSR Committee forms integral part of the report. The Composition ofCSR Committee is disclosed in the said Annual Report and in the Corporate GovernanceSection.

17. Conservation of Energy research and Development Technology Absorption Foreignexchange Earnings and Outgo:

Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are provided hereunder:

1. Conservation of Energy: The operations of the company involve low energyconsumption; adequate measures have been taken to conserve energy.

2. Technology Absorption: Since Business and technologies are changingconstantly investment in Research and development activities are of paramount importance.Your Company continues its focus on quality up gradation of product and servicedevelopment.

3. Foreign Exchange: Foreign Exchange earnings and outgo: NIL

18. Particulars of Loans Guarantees and Investments:

The particulars of loans guarantees and Investments have been disclosed in thefinancial statements.

19. Related party Transaction: The Company has formulated related party transactionpolicy:

The transactions with related parties were in ordinary course of Business and on arm'slength pricing basis Suitable disclosure in the Accounting Standards (INAS) has been madein the notes of the Financial Statements. There were no material significant related partytransactions.

As prescribed under Section 134(3) (h) of the Companies Act 2013 read with Rule 8 (2)of the Companies (Account) Rules 2014 particulars of contracts /arrangements with relatedparties are given on the Form AOC-2 annexed in the Annexure-2 of the report.

20. Extract of Annual Return:

As per the requirement of section 92(3) of the Act and rules framed there under theextract of annual return for the Financial Year 2019 is given in Annexure-6 in theprescribed form no MGT-9 which is part of the report.

21. Particulars of Employees:

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given in Annexure-3. The Company affirms that the remuneration is as per remunerationpolicy of the Company.

22. Particulars Relating to the sexual harassment of women at workplace (PreventionProhibition and redressal) Act 2013.

Your company has always provided a safe harassment free workplace for every individualthrough its various policies and practices. The company always endeavours to create andprovide an environment that is free from discrimination and harassment

23. Corporate Governance:

Your Company understands the significance related to Corporate Governance Report. Areport on Corporate Governance pursuant to provisions of Corporate Governance codestipulated under SEBI Listing Obligations and Disclosure Requirements forms part of Annualreport. Details of various Board Committees are also provided along with AuditorCertificate regarding compliance of conditions of Corporate Governance is enclosed inAnnexure - 8.

24. Whistle Blower Policy:

The Company has formulated Whistle Blower Policy in terms of section 177(9) of theCompanies Act 2013 the details of which are provided in Corporate Governance Report.

25. CEO/CFO certification:

Pursuant to Provisions of Regulation 17 of SEBI (LODR) regulations 2015 a declarationby Managing Director of the Company declaring that all the members of the Board and SeniorManagement Personnel of the company have affirmed compliance with code of conduct of thecompany.

26. Acknowledgements:

The Directors thank the Company's Bankers Employees Customers Vendors CSPs andInvestors for their continuous support.

Your directors wish to place on record their deep sense of appreciation for thecommitted services of the associates of the company at all levels.

For and on Behalf of the Board
Sd/-
J. Murali Krishna
Place: Hyderabad Managing Director
Date: 02/09/2021 DIN: 00016054

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