Dear Members,
Your Board of Directors is pleased to present the Company's 39th Annual Report and the Company's Audited Financial Statement (Standalone & Consolidated) for the financial year ended March 31, 2024.
FINANCIAL PERFORMANCE
The Financial Results and performance of your Company for the year ended 31st March, 2024 on Standalone and Consolidated basis is summarized below:
(Rs. In Lakhs)
PERFORMANCE SUMMARY AND STATE OF AFFAIRS
As evident from the figures tabled above, FY 2023-24 witnessed a further unfortunate decline in terms of revenue and profitability. The saga of hardships in terms of shrinkage in orders, cash flows and funds flows and cascading pressure on employees payments, delayed statutory payments etc., continued during the FY 2023-24 as well. The relentless efforts of your management did not reflect in the financial performance of the Company.
Your Company reported a very mediocre performance for the FY2023-24, with a topline of Rs.521.12 lacs as against Rs.1146.69 lacs for the FY 2022-23 and a bottomline loss of Rs.312.27 lacs for the FY 2023-24 as against the loss of Rs.184.17 lacs for the FY 2022-23. Though the Company's performance was not at expected levels, your management deserves to be appreciated for their efforts towards company's sustainability in the long term. The perseverance of your management helped the Company secure a reasonably sized order, valued at Rs.74.32 Crores from NewSpace India Limited (A CPSE under the department of space, Govt of India). ,
As you are aware, our business depends largely on government orders, especially space and defence sectors, which were either deferred or could not be cleared on account of various reasons, beyond the control of your management.
A comparative analysis at Consolidated Level and at Standalone Level, year on year basis is hereunder:
Consolidated Level
As you are aware, we have a Wholly Owned Subsidiary in Singapore under the name and style "Vama Technologies Pte Ltd., (WOS) which had been contributing positively to the topline as well as to the bottomline of the Company at consolidated level till previous year. However, owing to change in governments policy as regards international trade / foreign payments, we are conducting most of our business though our Company itself and hence the contribution of our WOS to the consolidated performance may appear to be on the declining trend. However, our WOS will continue to play its supporting role in enhancing the business of our Company. At consolidated level, we have an operational income of Rs. 568.41 lacs for the FY 2023-24 as against Rs. 1281.40 lacs for the FY 2022-23. Similarly, we recorded a Loss of Rs.378.38 lacs for the FY 2023-24 as against a loss of Rs.91.13 lacs for the FY 2022-23.
Standalone Level
At Standalone Level, we have achieved an operational turnover of Rs.521.12 lacs and incurred a Net Loss of Rs.312.27 lacs for the FY 2023-24 as against an operational turnover of Rs.1146.69 lacs and a Net loss of Rs.184.17 lacs for the FY 2022-23.
We do not propose to transfer any amount to the Reserves for the current Financial Year.
Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013 and applicable Accounting Standards and principles, the audited financial figures of our Wholly owned Subsidiary have been merged and consolidated with that of our Company and the audited consolidated Financial Statements are provided in the Annual Report.
Performance of Vama Technologies Pte Ltd., a WOS of the Company
(Rs. In Actuals)
BUSINESS OPERATIONS AND OUTLOOK
VAMA is engaged in providing solutions to Space and Defense customers and also supporting Cloud Projects to niche clients. Further, VAMA has also been implementing projects all over Indiafor Defense, Space, C-DAC, sectors and is taking up turnkey projects.
Further, your Company has also been supporting High Performing Computing Services and cloud services which are in high demand globally. With India becoming a dominant player in the Space sector, ISRO has been launching multiple satellites and the need for Data Centre infrastructure is increasing rapidly. ISRO istrying to increase its capacity to deliver by scaling up the frequency of launches by building more satellites and lowering the cost of access to space. VAMA is bidding for infrastructure projects. With the growth in Space and Defense sectors we are confident that we will continue to get opportunities to work on major turnkey projects.
VAMA has increased the sales and marketing activities for the international market especially for the Engineering Services and ITES business. Vama is working on IOT Projects and support services for IOT. We are confident that with the increase in sales and marketing activities, our domestic as well as international business will report better performance.
During the first quarter of the financial year 2024-25, the company has received the supply order worth Rs. 74.32 Crores from NewSpace India Limited (A CPSE under the department of space, Govt of India) which is very significant to us and sounds like a promising development for your company. Securing a significant supply order from a major client like NewSpace India Limited can indeed be a key driver for improved financial performance and growth. With the project duration of 26 weeks, it seems we have a clear timeline for expected revenue and progress. Overall, this order seems like a major step towards a healthier financial position for your company.
MATERIAL CHANGES AND COMMITMENTS
As mentioned above, during the first quarter of the financial year 2024-25, the company has received the supply order worth Rs. 74.32 Crores from NewSpace India Limited, having the potential of affecting the financial position of the Company in a major positive way. Save and except the said, there have been no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.
NATURE OF BUSINESS
There has been no change in the nature of business of your Company during the FY ended 31st March, 2024.
DIVIDEND
In view of the loss incurred for the FY 2023-24, your Board of directors do not recommend any dividend for the financial year under report.
Pursuant to Regulation 43A of SEBI (LODR) Regulations, 2015 we have framed a Dividend Distribution Policy and the same is annexed as ‘Annexure X' to this Report. The Dividend Distribution Policy is posted on the website of the Company and may be accessed at https://www.vamaind.com/Policies/Dividend_Distribution_Policy.pdf.
ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL
During the FY 2023-24, there was no change in the share capital of the Company. The Capital Structure, as on date, stands as follows:
• Authorised Capital: Rs.11 Crores
• Issued, subscribed and Paid-up Capital: Rs.10.51 Crores
SUBSIDIARY, JOINT VENTURES &ASSOCIATE COMPANIES
As you are aware, Vama Technologies Pte Ltd.," the Wholly Owned Subsidiary in Singapore, is engaged in the business of Information Technology (IT) and IT enabled services. For the FY ended 31st March, 2024, it has recorded a turnover of USD 1.59 lacs.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Subsidiary in the prescribed format AOC-1 is provided as Annexure-I to this Report. The statement also provides the details of performance, financial position of the said subsidiary.
Further, we undertake that the Annual Accounts of the subsidiary Company and the related detailed information will be made available to the shareholders of the Company and to the shareholders of the subsidiary company seeking such information at any point of time. Further, the Annual Accounts of the subsidiary Company shall also be kept for inspection 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 financial statements, including the consolidated financial statement and related information of the Company 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 from Vama Technologies Pte Ltd., which was incorporated in the FY 2016-17. Further, there were no instances of any new subsidiary / joint venture or associate Company becoming or ceasing to be as such during the year under review.
The policy on material subsidiaries as per SEBI (LODR) Regulations, 2015 as approved / reviewed by the Board is uploaded on the website of the Company and may be accessed at https://www.vamaind.com/Policies/Material_Subsidiary_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
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the following appointments / reappointments have taken place with the approval of shareholders in the previous AGM held on 30th October, 2023
• Ms. V. Parvathi (DIN: 01240583) was reappointed to the office of Whole-time Director of the Company (designated as Executive Director) for a period of 3 Years, effective 10.09.2023.
• In terms of Section 152 of the Companies Act, 2013, Mr. V. Atchyuta Rama Raju (DIN: 00997493) was reappointed to the office of Director.
Ms. Shilpa Kotagiri (DIN: 09245806) who was initially appointed as Additional Director (Independent category) effective 24th February, 2023, was appointed as an Independent Director of the company for a period of 5 years by the members through the process of Postal Ballot dated 19th April, 2023.
Ms. Archana Pabba was appointed to the office of Chief Financial officer of the Company effective 29th May, 2023 in place of Ms. Lakshmi Tejaswi who has resigned from the said office.
Further Ms. Vandana Modani (DIN: 09630896) was appointed as Additional Director (Non-Executive & Non-Independent category) effective 14th March, 2024 and Mr. Manish Kumar Shukla (DIN: 08520576) was appointed as Additional Director (Independent category) effective 10th May, 2024 subject to the approval of the members of the Company. Subsequently the said appointments were approved by the members through the process of postal ballot dated 10th May, 2024.
Mr. S.B.V. Subrahmanyam (DIN: 07483603) has resigned from his office of Independent Director effective 20.06.2024 due to pre-occupation and other commitments.
Further, based on the recommendation of Nomination and Remuneration Committee, Mr. V. Atchyuta Rama Raju (DIN: 00997493) was reappointed to the office of Managing Director of the Company for a period of 3 Years, at a remuneration of Rs.250,000 per month, effective 01.07.2024. The said appointed is proposed to the members for their approval. Corresponding resolution forms part of Notice.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. V. Parvathi (DIN: 01240583) retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received respective declarations from all its Independent Directors confirming 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 on 13th February, 2024 to discuss the performance of the Non-Independent Directors. All the independent Directors were present during the meeting.
In the opinion of the Board, all the Independent Directors of the Company possess integrity, expertise, and experience justifying their respective office.
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 had been followed along with proper explanation relating to material departures, if any,
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end ofthe financial year, 2023-24 and of the profit of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMPOSITION OF BOARD COMMITTEES
We have in place all the Committees of the Board which are required to be constituted under 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 the "Corporate Governance Report" section in this Annual Report.
Subsequent upon the changes that took place in the composition of the Board of Directors, the Board in its meeting held on 20th June, 2024 reconstituted the Composition of Audit Committee, Nomination and Remuneration committee and Stakeholders Relationship committee. As on the date of this Report, the composition of various Committees stands as hereunder:
Audit Committee
Further, we have in place a committee under the name and style "Internal Complaints Committee" which looks into various matters concerning harassment, if any, against women at workplace. Details of composition etc., of the said committee are provided in the section on Corporate Governance.
BOARD EVALUATION
In terms of the requirements of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness ofthe Board and that of the Committees.
During the year, Board Evaluation process was conducted by the Company internally which included the evaluation of the Board as whole, Board Committees and peer evaluation of directors. While carrying out the evaluation process, industry practices are also examined and applied, to the extent feasible. Further, the Independent Directors carried out annual performance of the Chairman. The exercise was led by the chairman of Nomination and Remuneration Committee of the Company. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and its committees, experience and competencies, performance of special duties and obligations, governance issues etc. As an outcome of the exercise, it was noted that the Board as a whole is functioning as cohesive body which is well versed with different perspectives. Further, performance evaluation was also carried out for Ms. Vandana Modani, Mr. Manish Kumar Shukla & Ms. Shilpa Kotagiri, who were appointed / reappointed to their respective office of Non-Executive Independent Directors / Non-Executive Directors of the Company.
Further, performance evaluation was also carried out for Ms. V. Parvathi & Mr. V. Atchyuta Rama Raju who were appointed / reappointed to the respective offices of Director & Managing Director of the Company.
POLICY ON DIRECTORSf 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; and evaluation 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 accessed at
i. https://www.vamaind.com/Policies/Policy_for_Selection_of_Directors.pdf and
ii. https://www.vamaind.com/Policies/Remuneration_Policy.pdf
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, the Board meetings were scheduled at regular intervals to discuss and decide on business performance, policies, strategies and other matters of significance.
The Board duly met 09 times during the Financial Year 2023-24 i.e. 19th April, 2023, 29th May, 2023, 14th August, 2023, 22nd August, 2023, 25th September, 2023, 02nd October 2023, 14th November 2023, 13th February 2024 and 14th March 2024. The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.
Detailed information regarding the meetings of the Board, Committees, Director's attendance etc., is provided in the report on Corporate Governance, which forms part of the Board's Report.
RISK MANAGEMENT
We have a Risk Management Committee and a Risk Management Policy in accordance with Companies Act 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in place, to frame, implement and monitor the risk management plan and ensuring its effectiveness. The Committee's primary role is to identify potential risks, develop compatible Risk Management Systems and framework or modify the existing ones to make the same adaptable and to mitigatethe risk appropriately.
We have been following the principle of risk minimization vis a vis our business needs and the industry norms.
Further, it is entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company's enterprise wide risk management framework and (b) overseeing that all the risks that the organization faces such as financial, liquidity, security, property, IT, legal, regulatory, reputational and other risks that have been identified and assessed.
The details of the Committee and its terms of reference are set out in the Corporate Governance Report attached herewith. Our Risk Management Policy may be accessed at: https://www.vamaind.com/Policies/Risk_Management_Policy.pdf
INTERNAL FINANCIAL CONTROL SYSTEMS
We have developed and designed our Internal Financial Control Systems on par with Industry standards. We have adopted policies and procedures which enables implementation of appropriate internal financial controls across the organization at allkey levels. This ensures orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of fraud, error reporting mechanism, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Internal Financial Controls are an integral part of the Risk Management Process, addressing financial and financial reporting risks. The Internal Financial Controls have been documented, digitized and embedded in the business process.
We conduct regular management reviews in order to ascertain the effectiveness of our Internal Financial Controls. Further, itis also obtained through our management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the Internal Auditors during the course of audits. We believe that these systems provide reasonable assurance that our Internal Financial Controls are commensurate with the requirements of our organization.
AUDITORS
Statutory Auditors:
M/s. P. Suryanarayana & Co., Chartered Accountants (Firm Registration Number: 009288S) who were appointed as the Statutory Auditors of the Company at the 37th Annual General Meeting held on 30th September, 2022 for a period of 5 years shall continue to hold their office as such till the conclusion of 42nd Annual General Meeting. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
Auditors Observation(s) & reply thereto:
As regards the observation made by the Auditor's vide their Report, at para 14 thereto, we assure and confirm that principles and features of Audit trail has been adopted and complied in letter and spirit. The accounting software package used by the Company has all the said features, as compatible with audit trail. It operated throughout the year and there was no instance of any tampering thereto.
As regards the variation(s) reported between the bank statements and the books of account in respect of trade receivables and inventory, (para ii in the Annexure B to the Report), we note that the same being statement of facts does not need any further explanation.
As regards the reported delays in depositing undisputed statutory dues, (para vii in the Annexure B to the Report) we would like to mention that the irregularity and the delays were caused purely on account of liquidity crisis and funds flow arising out of various reasons beyond the control of management We are in the process of making the pending payments. As regards the observations made at para ix in the Annexure B to the Report, we note that the same being statement of facts does not need any further explanation. Further the Notes on Financial Statements referred in the Auditors Report are self-explanatory and do not call for any further comments.
Internal Auditors:
The Board of Directors, based on the recommendations of the Audit Committee has reappointed Mr. Goda Sreenivasa Karthik Siva Charan, Chartered Accountant (M.No. 243653) as the Internal Auditor of the Company. The Internal Auditor submit his Report on quarterly basis and the same is placed in the respective Meetings of the Audit Committee and that of the Board of 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 has appointed Ms. Sravanthi Gadiyaram, Practicing Company Secretary (ACS No. 25754 and C.P No. 25597) to undertake the Secretarial Audit of the Company for the FY 2023-24.
The copy of Secretarial Audit Report, is attached herewith and marked as Annexure III.
Observation(s) & reply thereto:
REPORTING OF FRAUDS
During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section143(12) of the Companies Act, 2013 and the rules made there under.
COST RECORDS:
We confirm that the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 and hence accounts and records related 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 duly complied by the Company.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES
During the FY 2023-24, the contracts / agreements /transactions entered by the Company with its related party (ies) was / were in its ordinary course of business and on arm's length basis.
We have not entered into any transactions with any related party other than with our Wholly owned subsidiary "Vama Technologies Pte Ltd". All the transactions during the year were conducted on arm's length basis without any element of risk as to potential conflict of interest with that of the Company at large. During the year, we have not entered into any contract / arrangement / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions and there were no materially significant related party transactions which could have potential conflict of interest with that of the Company at large.
Members may refer Note 2.42 to the standalone financial statements which sets out related party disclosure pursuant to Ind-
AS. The policy on Materiality of Related Party Transactions 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, the prescribed 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 Section 124(5) of the Companies Act, 2013, any dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account needs to be transferred to the Investor Education and Protection Fund (IEPF), established by the Central Government. During the FY 2023-24, the unclaimed dividend in respect of financial year 2015-16 amounting to Rs. 11,390 (Rupees Eleven Thousand Three Hundred and Ninety only) has been transferred to IEPF by the Company.
The details related to dividend remaining unpaid (out of the dividend declared during the 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 remain unpaid / 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 their shares / 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 and Refund) Rules, 2016, may be accessed on our website, www.vamaind.com. The Company has appointed a Nodal officer under the provisions of IEPF, the details of which are available on the website of the Company https://vamaind.com/investor-contact.html.
Information in respect of unclaimed dividend and due dates for transfer to the IEPF are given below:
INSURANCE
All properties and insurable interests of the Company have been fully insured.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF
Not applicable (As there were no instances of one-time settlement with the Banks or financial institutions during the yearunder review)
QUALITY INITIATIVES
We continue to maintain successfully the following ISO Certifications during the year.
• ISO 27001: 2022 Information Security Management System
• ISO 20000-1: 2018 IT Service Management System
• ISO 9001: 2015 Quality Management System
FIXED DEPOSITS
We have neither accepted nor repaid any deposits during the FY ended 31st March, 2024. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2024. 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 Director during the FY ended 31st March, 2024 and / or outstanding as on the said date are as hereunder:
Further, Mr. V. Atchyuta Rama Raju has provided declaration in writing that the amounts lent by him are his own funds and not been given out of funds acquired by him by borrowing or accepting loans or deposits from others.
ANNUALRETURN
In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT -7 along with attachments is placed on the website of the Company, https://www.vamaind.com/Annual_Report/Annual_Return_FY_2023_24.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the provisions of Section 177of the Companies Act, 2013 and Regulation 2 of SEBI (LODR) Regulations, 2015, the Company has formalized the process and implemented ‘Whistle Blower Policy' within the Company, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/ misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.
The details of the vigil mechanism are provided in the Corporate Governance Report and are set out in Annexure XI to this Report. The Vigil Mechanism and Whistle Blower Policy 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 the Management Discussion and Analysis is set out in Annexure V, attached to this Report.
CORPORATE GOVERNANCE
Over the period of time the practices and principles of good Corporate Governance has become the culture cutting across our organization. We have been making every endeavor to bring more and more transparency in the conduct of our Company's business. We have set highest standards as our benchmarks, which are reviewed and evaluated on a continuous basis. As per the requirements of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a report on Corporate Governance for the year 2023-24 and a certificate from Ms. Sravanthi Gadiyaram, Practicing Company Secretary (ACS No. 25754 and C.P No. 25597), 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, inter alia, confirming the correctness of the financial statements and cash flow statements, etc., forms part of the Annual Report.
DISPATCH OF ANNUAL REPORTS
In compliance with the applicable provisions, we shall dispatch the Annual Report for the FY 2023-24 in electronic format to all the members whose e-mail addresses are registered and updated with our Registrar & Transfer Agents.
LISTING & TRADING
Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2024-25 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2023-24.
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 in respect 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 for Directors, Key Managerial Personnel andother Employees.
Further, we do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisionsof Section 197 of the Companies Act,2013, read with Rule 5(2)(i) & (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e.Rs.8.5 lacs per month or Rs.1.02 Crores per annum as the case may be.
Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31st March, 2024 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended 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.3,89,040 (equivalent to 6000 USD), currently standing at Rs.4.93 lacs, owing to exchange fluctuations, towards subscription of 8680 equity shares, i.e., 100% stake.
Apart from the aforesaid, we have not given any loan or made new investment or given 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 as on 31st March, 2024.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators / Courts which would impact the going concern status of our Company and its future operations.
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 free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘'POSH Act") and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment andfor matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.
Further, we have in place a committee under the name and style "Internal Complaints Committee" in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. Details of composition etc., of the said committee are provided in the section on Corporate Governance.
We further confirm that during the year under review, there were no cases filed pursuant to the said Act.
CORPORATE SOCIAL RESPONSIBILITY
Since our Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made thereunder, reporting 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 the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided in Annexure IV to this Report.
ACKNOWLEDGEMENTS AND APPRECIATIONS
We strongly believe that employees are the back-bone of any organization, especially in case of our Company which operates in the field of technology. We would like to place our deep appreciation for the services rendered by our employees, who have proved their indispensable position in the Company. The management shall be ever indebted to them. Further, we also express our sincere appreciation towards all our customers, suppliers, banks, advisors, Government of India and Government Departme nts, concerned State Governments and other authorities for their sustained support and co-operation, helping the Company with stand turbulent times.
Further, we shall be ever indebted to all our shareholders and other stakeholders for their trust and cooperation in our management, our Board of Directors and our Company.