vedavaag systems ltd Directors report

Dear Members

Your directors have pleasure in presenting the 25th Directors Report of your company together with the audited Standalone and Consolidated Financial Statements for the year ended, March 31, 2023.

1. Financial Summary
Standalone:		(Rs. In lacs)
Particular	2022-23	2021-22
Revenue from Operations	6542.91	6877.52
Other Income	14.35	10.34
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	1114.29	1177.97
Less: Depreciation	185.95	208.55
Profit before Finance Costs, Exceptional items and Tax Expense	928.34	969.42
Less: Finance Cost	3.40	10.97
Profit before Exceptional items and Tax Expense	924.94	958.45
Add/(less): Exceptional items	0	0
Profit before Tax Expense	924.94	958.45
Less: Tax Expense (Current & Deferred)	236.08	243.02
Profit for the year	688.86	715.43

 

Consolidated:
Particulars	2022-23	2021-22
Revenue from Operations	8440.31	9545.97
Other Income	16.57	10.34
Profit before Depreciation, Finance Costs, Exceptional items	1625.58	1717.40
and Tax Expense
Less: Depreciation	629.86	592.90
Profit before Finance Costs, Exceptional items and Tax Expense	995.72	1124.5
Less: Finance Cost	3.40	10.97
Profit before Exceptional items and Tax Expense	992.32	1113.53
Add/(less): Exceptional items	0	0
Profit before Tax Expense	992.32	1113.53
Less: Tax Expense (Current & Deferred)	199.02	283.10
Profitfor the year	793.30	830.43

2. Transfer to Reserves:

The Board of Directors of your Company, has decided not to transfer any amount to the reserves for the year under review.

3. Dividend:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 0.60 per equity share of the face value of Rs. 10 each (@ 6 %), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record date.

4. Unclaimed dividend and shares to the investor education and protection fund

Pursuant to provisions of Section Companies Act, 2013 and other applicable provisions of Companies Act, 2013 and rules made thereunder as on the date of report no unclaimed/ unpaid amounts or shares were transferred to the Fees to Investor Education and Protection Fund (IEPF)

5. State of the Companys Affairs:

As you are aware, your Company provides customised Financial Inclusion, Insurance service and other services at micro level. It delivers innovative solutions and in turn adds value to the business throughout all the segments. The company delivers high quality products and services which help leverage market opportunities and gain competitive advantage. There was no change nature of business of the Company during the year. On Standalone basis the revenue from operations for FY 2022-23 was Rs. 6542.91/- lakhs as compared to previous year revenue of Rs. 6877.52/- lakhs i.e., 2021-22 and net profit was Rs. 688.86/- lakhs as compared to Rs. 715.44/- lakhs for the FY 2021-22. The consolidated revenue from operations was Rs. 8440.31/- lakhs as compared to previous year revenue of Rs. 9545.97/- lakhs i.e., for FY 2021-22 and net profit to Rs. 830.43/- lakhs for the FY 2021-22 During the year under review there were no significant courts or tribunals impacting the Companys operations in

6. Public Deposits:

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

7. Share Capital: Equity:

During the year under review there was no change in the authorized or paid-up share capital of the

Company.

The Authorized share capital of the Company as on March 31, 2023 is Rs. 30,00,00,000/- divided into 3,00,00,000 Equity Shares of Rs. 10/- each fully paid up. The paid-up share capital of the Company as on March 31, 2023 is Rs. 22,92,50,000/- divided into 2,29,25,000 Equity Shares of Rs. 10/- each fully paid-up.

8. Listing of Equity Shares

The Companys Equity Shares are listed on Stock Exchange i.e., on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001, Maharashtra, India.

The Company has paid Annual Listing .

Stock Exchange for the FY 2023-24.

9. Subsidiary, Associate and Joint Venture Companies:

Your company has 4 wholly owned subsidiary Companies as on March 31, 2023 viz., VSL Data Systems Private Limited, Vedavaag Edutech Private Limited (Formerly Vagdevi Sark Edutech Private Limited), Vedavag Common Service Centres Private Limited and Vedavaag Financial Services Private Limited.

During the year the Company has initiated for closure of one of its subsidiaries i.e., Vedavaag Kiya Ecommerce Private Limited.

Pursuant to Provisions of Section129 of the Companies Act 2013, read with rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of financial statements of the Companys Subsidiaries in the form AOC -1 is annexed (Annexure-1) to this report. was Rs. 793.30/- lakhs as compared The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Companys websitehttp://vedavaag.com or material orders passed by regulators,

10. Details of the Companies which have become or ceased to be Subsidiaries, joint ventures or . associates during the year During the Financial year 2022-23 the Company had initiated subsidiaries i.e., Vedavaag Kiya Ecommerce Private Limited due to non-receipt of subscription amount from one of its subscribers.

No Company have become or ceased to be Subsidiaries, joint ventures or associates during the year.

11. Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian AccountingStandards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies act, 2013. The Consolidated Financial Statements for the Financial Year ended March 31, 2023 forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries on its website http://vedavaag.com .

12. Directors Responsibility Statement r Pursuant to the requirement under Section of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirm that:

? in the preparationof the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

? the Directors have selected such accounting policies and applied them consistently and made judgments and reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2023 and the Profit of the Company for the year under review.

? the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and irregularities.

? the Directors had prepared the annual accounts on a ‘going concern basis.

? the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating

? the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

13. Management Discussion and Analysis

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

14. Key Managerial Personnel:

KMPs of the Company as per Section 203 of Companies Act, 2013

1) Mr. Murali Jonnavittula Krishna - Managing Director

2) Mr. Tirumalabukkapatnam Krishna Mohan - Office ChiefFinancial 134

3) Mr. Saiteja Ivaturi - Office rCompanySecretary&Compliance

15. Directors

During the under review the composition of the Board is as stated below: *Mr. Trivikrama Murthy Gundu - Chairman & Independent Director - DIN: 02718132 Mr. Murali Krishna Jonnavittula - Managing Director DIN: 00016054 that are Mr. Srinivas Pannala - Independent Director DIN: 00018295 Mr. Pradeep Kumar Narsupalli - Independent Director DIN: 03498381 Mr. Ramesh Sinha Duggi - Independent Director DIN: 08841202 Mrs. Sujata Jonnavittula - Non-Executive Non-Independent Woman Director other DIN: 07014640 Mr. Ananth Jonnavittula - Non-Executive Non-Independent Director DIN: 09300935 *Mr. Gundu Trivikrama Murthy Chairman and Independent Director of the Company has resigned from the Board of the Company w.e.f., August 29, effectively. 2022. Further the Company do not have a regular Chairman thereafter.

None of the Directors are disqualified under the provisions of Companies Act, 2013.

16. Number of Board Meetings: .

The Board met 6 (Six) times during and the details of Board Meetings were given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetingswas well within the period prescribed under the provisions of the Companies Act, 2013.

17. Statement on declaration given by Independent Directors under Section

The Independent Directors have submitted declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149 (6) and Obligations and Disclosure 25 of SEBI (Listing Requirements) Regulations, 2015

18. Meeting of Independent Directors

A separate meeting of the Independent Directors was held on February 10, 2023, to discuss and evaluate the performance of Non-Independent to time by the senior Directors of the Board as a whole. The Independent Directors expressed satisfaction with the performance of the Directors and the Board as a whole.

19. BoardEvaluationand

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations Requirements) Regulations, 2015, the Board had carried out an annual evaluation performanceandthatofits performance of the Director individually. Feedback was questionnaire sought by way of structured covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties,obligations positive attributes, and governance and the evaluation was carried out based on the response received from Directors. The evaluation Nomination Independent Directors with specific focus on the performanceandeffective and Individual Directors. The criteria for evaluationare broadly based on the Guidance Note on Board Evaluationissued by Securities Exchange Board of India. The Board and Nomination and remuneration

directors on the basis of criteria such as the contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, meaningfulandconstructive contribution and inputs in meeting At the board meeting of the independent directors and meeting Nomination and performance of the Board, its individual directors was also discussed. Performance evaluation of entire board excluding the independent director being evaluated.

20. Familiarization Programmes

The Members of the Board of the Company have been provided with all the documents to enable them to familiarize themselves with the Company, its management and its operations. The Directors are provided with all the documents to enable them to have a better operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement and also on regulatory changes from time management personnel.

The detailed policy on the familiarisation programme is available on the website at www.vedavaag.com

21. Code of Conduct:

The Company has laid down a Code of Conduct which has been effectively adopted by the Board and Disclosure Members and Senior Management Personnel of the

Company.

The detailed policy on the Code of Conduct is available on the website at www.vedavaag.com remuneration: 22. Policy Directorsappointmentand

The Policy of the Company on Directors appointment and remuneration including the criteria for determining qualifications,

Independence of Directors and other matters adopted as per the provisions of the Companies act

2013.

23. Internal Controls:

The companys internal control system has been established on the values of integrity and operational excellence. The companys internal control system is periodically tested and supplemented by extensive program.

? Financial propriety of business transactions.

? Safeguarding the assets of the Company. reviewed the performance of individual

? Compliance with prevalent statues, regulations, management authorization, policies and procedures. The Audit Committee of the Board periodically etc., reviews audit plans, observations recommendations of the internal and external auditors, with reference to the significant risk areas of Remuneration and adequacy of internal Committee, controls and keeps the the Board and of Directors informed of its observations, if any, from time to independent directors was done by

24. Composition of Committee: Audit Committee

Name of Member	Position
1 Mr. Srinivas Pannala	Chairman
2 *Mr. Trivikrama Gundu Murthy	Member
3 Mrs. Sujatha Jonnavittula	Member
4 *Mr. Ramesh Sinha Duggi	Member

*The Audit Committee of the Board has been reconstituted upon resignation of Mr. G T Murty on August 29, 2022 by appointing Mr. D Ramesh Sinha (Independent Director) as member of the

Nomination and Remuneration

Name of Member	Position
1 Mr. Srinivas Pannala	Chairman
2 *Mr. Trivikrama Gundu Murthy	Member
3 Mrs.Sujatha	Member
4 *Mr. Pradeep Kumar Narsupalli	Member

*The Nomination the Board has been reconstituted upon resignation Mr. G T Murty on August 29, 2022 by appointing Mr. N Pradeep Kumar (Independent Director) as member of the

Committee

Stakeholders Relationship Committee

Name of Member
1 *Mr. Trivikrama Gundu Murthy	Chairman
2 *Mr. Pradeep Kumar Narsupalli	Chairman
3 Mr. Srinivas Pannala	Member
4 Mrs. Sujatha	Member 24 A of

*The Stakeholders RelationshipCommittee of the Board has been reconstituted upon resignation of Mr. G T on August 29, 2022 by appointing Mr. N Pradeep Kumar (Independent Director) as Chairman of the

Corporate Social Responsibility (CSR) Committee

Name of Member	Position
1 Mr. Murali Jonnavittula Krishna	Chairman
2 *Mr. Trivikrama Gundu Murthy	Member
3 Mrs. Sujatha Jonnavittula	Member
4. *Mr. Ramesh Sinha Duggi	Member

*The Corporate Social Responsibility Committee of theBoardhasbeen of Mr. G T Murty on August 29, 2022 by appointing Mr.of SEBI Ramesh Sinha (Independent Director) as Member of the Committee.

Further details with respect to the aforesaid Committees are provided in the Corporate Governance Report attached herewith.

25. Auditors:

The Board recommends re-appointment of M/S

PARY & Co., Chartered Accountants, Hyderabad as statutory auditors of the Company for a further period of Five year i.e., from conclusion of this Annual General Meeting till the conclusion of30 ^th Annual General Meeting of the Company.

ExplanationtoAuditorsObservation: Observation: .

The unsecured loan of Rs. 3.81 crores with Axis Bank Limited is overdue and we understand that the process of Re-schedule for repayment programme is in progress.

Managements Reply:

The Company has availed the said loan for execution of Abhayam Project, which was delayed due to COVID and Pandemic. Presently the project is in execution the company sought the re-schedulement of the and Remuneration Committee of said loan which is in progress. Further, we state that of the Company has repaid Rs. 105 lakhs during the year thereby reducing the liability to Rs. 3.81 crore.

As on the date of this report the liability of the .

Company further reduced to Rs. 2.81 crores, as Company has repaid a sum of Rs. 100 lacs in the Position month of July, 2023.

26. Secretarial Auditors report:

PursuanttotheprovisionsofSection204 of the

Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation (LODR)regulations, 2015 M/s VCSR & Associates, Practicing Company Secretaries has been appointed as Secretarial Auditors of the Company for the Committee. FY 2022-23. The Secretarial audit report in the prescribed form MR-3 is annexed to this report as Annexure-4

Auditors qualifications:

1) The promoters of the company have to comply the Regulation3(1) and Regulation 3(2) of SEBI (SAST) Regulations, 2011 aqualific ManagementCommentsontheabove -tion:

1) The promoters of the Company i.e., the acquirer(s) assures to comply with the Regulations, 2011 in Regulation the near future.

27. Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules prescribed thereunder and are of paramount the SEBI (LODR) Regulations, 2015 is implemented through the Companys Whistle Blower Policy. The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. also provides for adequate safeguards against the victimizationof employees who avails the mechanism and provides direct access to theChairpersonofthe

s of Loans, Guarantees Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website. 186 of the Companies Act, 2013 forms The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy. The policy is available on the website of the Company www.vedvaag.com.

28. Maintenance of cost records specified by Central Government under Section 148 of the Companies Act, 2013

The provisions relatingto maintenance of Cost Records as specified by the Central Government under Section applicable to the Company

29. Corporate Social Responsibility (CSR):

The brief outline of the CSR policy of the Company activities up by the Company andtheCSR during the year is appended to this report as Annexure-3 in the format prescribed in the Companies (Corporate Social Responsibility Policy), Committ 2014.TheConstitutionofCSR integral part of the report. The detailed CSR policy is available on the website of the Company.

30. Conservation of Energy, research and Development, Technology Absorption, and Outgo:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo 134 ofrequired to be disclosed under Section the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

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

2. Technology Absorption: Since Business and technologies are changing constantly, investment in Research and development importance. Your Company continues its focus on quality up gradation of product and service development.

3. Foreign Exchange:

Foreign Exchange earnings for the year ended March 31, 2023: Rs. 46,04,624/- Foreign Exchange Outgo for the year ended March 31, 2023: Rs. 45,28,580/-and Investments 31. under Section 186:

Loans, guarantees and investments covered under Section of the notes to the financial statements provided in this Annual Report.

32. Particulars of Contracts or Arrangements with Related Parties:

During the year on review, the Board confirmsthat: a) The Company didnt enter into any contracts or arrangements or transactions that are not at arms lengths with the related parties during the financial year 2022-23. b) The Company didnt enter into any material contracts or arrangements or transactionsthat are at arms lengths with the related parties during the financial Therefore, as prescribed under Section134(3) of the Companies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 the disclosures under Form AOC-2 are not applicable for the Company for the year ended March 31, 2023.

33. Extract of Annual Return:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, the Annual return in the prescribed format is available on the website of the Company www.vedavaag.com.

34. Particulars of Employees:

The information required under Section 197 of the Companies Act 2013, read with rule 5 of the Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014 is appended as Annexure-2 to the Board Report.

35. Particulars Relating to the sexual harassment of women at workplace (Prevention, Prohibition and redressal) Act 2013

Your company has always provided a safe, harassment free workplace for every individual through its various policies and practices.

company always endeavours to create and provide an environment that is free from discrimination harassment. The Company has not received any complaints during the year. The Company regularly conducts awareness programme for its employees.

Summary of Sexual harassment complaints received and disposed of during the year:

Particulars	Status
1 No. of complaints filed during the year	Nil
2 No. of complaints disposed of during the year	NA
ation:
3 No. of complaints pending as on end of the financial	NA

36. Details of material subsidiary and date of appointment of Statutory Auditor of such subsidiary VSL Datasystems Private Limited is material subsidiary of the Company, it is incorporated on January 05, 2001 and M/s P Murali & Co., Chartered Accountants, Hyderabad was re-appointed as Statutory Auditor of the Company for a term of 5 years i.e., from April 01, 2022 to March 31, 2027.

37. Corporate Governance

Your Company is committed to implement the sound corporate governance practices with a view to bring transparency and in its operations and maximize shareholders value.

The Report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI (ListingObligations & Regulations, 2015 forms part of the as Annexure-6.

38. The details of significant passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There have been no significant material passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

There are no material changes and commitments affecting the financial position of the which occurred between the Financial Year ended March 31, 2023 to which the Financial Statements relates and the date of signing of this report.

40. Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

41. MDandCFO

As required under the listing regulations, Managing Director and the Chief Financial Officer

Certification

42. Acknowledgements:

The Directors thank the Companys Bankers, Employees, Customers, Vendors, CSPs and Investors fortheircontinuoussupport Your directors wish to place on record their deep sense of appreciation for the committed services of the associates of the company at all levels.

For and on Behalf of the Board of Directors
Sd/-	Sd/-
J. Murali Krishna	J. Sujatha
Managing Director	Director
DIN: 00016054	DIN: 07014640
Place: Hyderabad
DisclosureRequirement) Date : 28-08-2023
Report
and material orders