vama industries ltd Directors report

Dear Members,

Your Board of Directors are pleased to present the Company?s 38^th Annual Report and the Company?s Audited Financial Statement (Standalone & Consolidated) for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE

The Financial Results and performance of your Company for the year ended 31^st March, 2023 on Standalone and Consolidated basis is summarized below:

(Rs. In Lakhs)

Particulars	Standalone	Consolidated
	2022-23	2021-22	2022-23	2021-22
Turnover	1146.69	1519.23	1281.40	1,634.18
Other Income	161.30	55.60	223.66	55.60
Total Income	1307.99	1574.83	1505.06	1,689.78
PBIDT	(3.64)	185.62	(95.08)	180.91
Less:(i) Interest	123.91	147.32	123.91	147.32
(II) Depreciation	24.47	29.15	24.47	29.15
Profit Before Exceptional Items and Tax	(152.02)	9.15	(53.30)	4.44
Exceptional Items	-	-	-
Profit Before Tax	(152.02)	9.15	(53.30)	4.44
Less: Provision for Tax
-Current	-	-	5.68	1.76
- Previous year?s tax provision	63.62		63.62	-
-Deferred	(31.47)	(0.71)	(31.47)	(0.71)
Profit After Tax	(184.17)	9.86	(91.13)	5.15
Total Other Comprehensive Income	(2.54)	-	(2.54)	-
Total Comsprehensive Income	(186.71)	9.86	(93.67)	5.15
Earnings Per share ( EPS)	(0.35)	0.02	(0.17)	0.01

PERFORMANCE SUMMARY AND STATE OF AFFAIRS

Your Board of Directors admit that FY 2022-23 was yet another year of low turnover, hardships in terms of cash flows and funds flows and cascading delayed statutory payments. Despite concerted efforts of your management, the Company could not out do the uncertain economic conditions prevalent across the globe.

Your Company reported a very mediocre performance for the FY2022- 23, with a topline of Rs.1146.69 lacs as against Rs.1519.23 lacs for the FY 2021-22 and a bottomline loss of Rs.184.17 lacs for the FY 2022-23 as against the profit of Rs.9.86 lacs for the FY 2021-22.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.

As you are aware, our business depends largely on government orders, especially space and defence sectors, which were put on back burner, owing to paradigm shift amidst the pandemic chaos. Owing to various policy decisions and cascading delays, the adverse impact spilled over to the FY 2022-23 and we could not generate expected revenues during the FY 2022-23.

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 has been contributing positively to the topline as well as to the bottomline of the Company at consolidated level. 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 businessof our Company. At consolidated level, we have an operational income of Rs. 1281.40 lacs for the FY 2022-23 as against Rs. 1634.18 lacs for the FY 2021-22. Similarly, we recorded a Loss of Rs.91.13 lacs for the FY 2022-23 as against a PAT of Rs.5.15 lacs for the FY 2021-22.

Standalone Level

At Standalone Level, we have achieved an operational turnover of Rs.1146.69 lakhs and incurred a Net Loss of Rs.184.17 lacs for the FY 2022-23 as against an operational turnover of Rs.1519.23 lacs and a Net Profit of Rs.9.86 lacs for the FY 2021-22.

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

Particulars	2022-23	2021-22
	USD	INR	USD	INR
Revenue from operations	1,58,623	1,34,70,715	1,53,599	1,14,47,733
Profit/loss for the year after meetingall
expenses before Interest,		88,43,936
Depreciation & Tax)	99,802		(14,596)	(10,87,840)
Less:
Interest	-	-		- -
Depreciation and other write off	-	-		- -
Provision for Taxation	(6,912)	(5,68,305)	(1,202)	(89,585)
Net Profit/Loss	92,890	82,75,631	(15,798)	(11,77,425)

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY & NATURE OF BUSINESS

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. Despite the said, as discussed above, the impact of Covid-19 may have its ownripple effect on the business operations of the Company.

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

NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the FY ended 31st March, 2023.

DIVIDEND

In view of the loss incurred for the FY 2022-23 and the current turbulent phase, your Board of directors does 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 herewith annexed as ‘Annexure IX? 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 2022-23, 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, 2023, 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

Sl. No.	In the Accounts of	Particulars	Amount at the year ended 2022-23	Maximum amount outstanding During the year 2022-23
			(Rs. In lacs)	(Rs. In lacs)
1	Vama Industries Limited (Holding Company)	Loans/advances to subsidiaries Vama Technologies Pte Ltd (Wholly owned subsidiary) Loans/advances to associates Loans/advances to firms/ companies in which	NIL NA	NIL NA
		Directors are interested	Nil	Nil
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

During the year under review, the following changes took place in the Board of Directors of the Company:

Ms. Jonnada Vaghira Kumari (DIN: 06962857), who was initially appointed as Additional Director, effective 19.10.2021, was appointed as an Independent Director of the Company for a period of 5 years by the members in their AGM held on 30^th September,2022. Further in the same AGM, Ms. Rama Sravanthi Rambatla (DIN: 07098278) was reappointed to the office of Director of the Company, who subsequently resigned, effective 24.02.2023, due to her professional and personal obligations.

Further Mr. M. Satish (DIN:09115483) resigned from his office of Independent Director effective 24.02.2023 due to his professional and personal obligations.

Further, based on the recommendation of Nomination and Remuneration Committee, Ms. Shilpa Kotagiri (DIN: 09245806) was appointed as Additional Director (Independent category) by the Board of the Company, effective 24th February 2023 who was subsequently appointed as Independent Director for a period of 5 years by the members through the process of Postal Ballot.

Further, based on the recommendation of Nomination and Remuneration Committee, 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, at a remuneration of Rs.19000 per month, effective 10.09.2023. 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 Mr. V. Atchyuta Rama Raju (DIN: 00997493) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Ms. Lakshmi Tejaswi was appointed to the office of Chief Financial officer of the Company effective 28th September, 2022 in place of Mr. Siva Gavi Reddy who has resigned from the said office.

Subsequently Ms. Archana Pabba has been appointed to the office of Chief Financial officer of the Company effective 29th May, 2023 in place of Ms. Lakshmi Tejaswi.

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 24th February, 2023 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, 2022-23 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 resignation of Mr. M. Satish and Ms. R. Rama Sravanthi from the Board of Directors, and further upon the appointment of Ms. Shilpa Kotagiri as an Independent Director, the current composition of committees stand as hereunder:

Audit Committee
Ms. Jonnada Vaghira Kumari	Chairperson
Mr. S.B.V. Subramanyam Alumolu	Member
Ms. Shilpa Kotagiri --	Member
Nomination and Remuneration Committee
Mr. S.B.V. Subramanyam Alumolu	Chairman
Ms. Jonnada Vaghira Kumari	Member
Ms. Shilpa Kotagiri -	Member
Stakeholders Relationship Committee
Mr. S.B.V. SubramanyamAlumolu	Chairman
Ms. Jonnada Vaghira Kumari	Member
Ms. Shilpa Kotagiri --	Member
Risk Management Committee
Ms. Jonnada Vaghira Kumari	Chairperson
Mr. V. Atchyuta Rama Raju	Member
Ms. V. Parvathi	Member

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 Boardas a 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. Jonnada Vaghira Kumari, Ms. Rama Sravanthi Rambatla & 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, who was reappointed to the office of whole time Director of the Company.

POLICY ON DIRECTORSf APPOINTMENT, REMUNERATION ETC.,

We have devised the following policies, which are attached herewith and marked as Annexure VII and VIII 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 10 times during the Financial Year 2022-23 i.e. 28^th April, 2022, 28^th May, 2022, 01^st July, 2022, 10^th August, 2022, 02^nd September, 2022, 28^th September, 2022, 12^th November 2022, 5^th December 2022, 14^th February 2023 and 24^th February 2023. The intervening gap between any twoconsecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

Detailed information regarding the meetings of the Board, Committees, Directors 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 thatthese 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 37^th Annual General Meeting held on 30^th September, 2022 for a period of 5 years shall continue to hold their office as such till the conclusion of 42^nd 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 reported delays in depositing undisputed statutory dues, (para vii in the Annexure B to the Report) wewould like to mention that the irregularity and the delays were caused purely on account of liquidity crisis and funds flow arising out of the cascading impact of pandemic, beyond the control of the management. Most of the said dues have been either paid as on date or will be paid very shortly. It shall be ensured that such delays are not repeated in the future, once the normalcy is restored. 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 Auditors of the Company. The Internal Auditors submit their 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 Anand Kumar C Kasat, proprietor, Kasat & Associates, Company Secretaries in practice, to undertake the secretarial audit of the Company for the FY 2022-23.

The copy of Secretarial Audit Report, is attached herewith and marked as Annexure II.

Observation(s) & reply thereto:

As regards delay in filings of forms / returns with MCA and Reports with STPI, we would like to clarify that the instancesof delay reported by the Secretarial Auditor were clerical in nature and are self-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 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 2022-23, no contracts / agreements /transactions, falling with in the purview of Section 188 of the Companies Act, 2013 have been entered into by the Company with its related party(ies), whether on arm?s length basis or not. Hence the question of reporting materially significant related party transactions, conflict of interest etc., does not arise.

As a matter of information, members may refer Note 2.31 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.

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 2022-23, the unclaimed dividend in respect of financial year 2014-15 amounting to Rs. 54,601 (Rupees Fifty-Four Thousand and Six Hundred One 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:

Sl. No.	For the Financial year ended	Percentage of Dividend	Date of Declaration	Due date for transfer to IEPF
1.	2 2015-16(Final)	1%	26.09.2016	28.11.2023
2.	3 2016-17(Final)	5%	25.09.2017	27.11.2024
3.	4 2017-18(Final)	5%	26.09.2018	28.11.2025
4.	5 2018-19(Final)	1%	25.09.2019	27.11.2026
5.	6 2019-20(Final)	Nil	NA	NA
6.	7 2020-21(Final)	Nil	NA	NA
7.	8 2021-22(Final)	Nil	NA	NA
	.
8.	9 2022-23(Final)	Nil	NA	NA
	.

INSURANCE

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

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

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)

QUALITYINITIATIVES

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, 2023. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2023. Hence, there are no details to be provided pursuantto Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

Further, the details of unsecured loans borrowed from Directors during the FY ended 31st March, 2023 and / or outstanding as on the said date are as hereunder:

Sl. No.	Name	Borrowings during the year (Rs. In lacs)	Repayments during the during the year (Rs. In lacs)	Amt. outstanding as on 31st March, 2023(Rs. In lacs)
1.	Mr. V. Atchyuta Rama Raju	0	55.32	0
2.	Mrs. V. Parvathi	0	20.05	0

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_2022_23.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 X 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 IV, 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 endeavour 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 2022-23 and a certificate from Anand Kumar C Kasat, proprietor, Kasat & Associates, Company Secretaries in practice, is furnished which forms part of this Annual Report as Annexure-VI.

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 2022-23 in electronic format to all the members whose e-mail addresses are registered and updated with our Registrar & Transfer Agents and in physical mode to all the members whose e mail addresses not registered therewith.

LISTING & TRADING

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2023-24 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2022-23.

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

V(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 lakhs per month or Rs.1.02Crores per annum, as the case may be.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31stMarch, 2023 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- V (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 31^st March, 2023.

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 III to this Report.

ACKNOWLEDGEMENTS AND APPRECIATIONS

Towards the end, 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 Departments, concerned State Governments and other authorities for their sustained support and co-operation, helping the Company with stand turbulent times.

Further, we also extend our hearty gratitude to all our shareholders and other stakeholders for their trust and cooperation inour management, our Board of Directors and our Company.

.

	For and on behalf of the Board
	Sd/-
	V. Atchyuta Rama Raju
	Chairman and Managing Director
	DIN:00997493
Place: Hyderabad
Date:02.10.2023