Vedavaag Systems Ltd Directors Report.

Dear Shareholders,

Your Directors have immense pleasure in presenting the 20th Directors Report of your Company together with the Audited standalone and consolidated financial statements for the year ended, 31st March, 2018.


Rs. in Lacs

Consolidated Standalone
2018 2017 2018 2017
Total Income 9,170.17 10,162.69 7,452.47 9,409.69
Total Expenditure 7,054.56 8,424.39 6,008.69 7,923.09
Gross profit before depreciation and Tax 1,750.17 1,738.30 1,212.31 1,360.88
Depreciation 324.19 405.56 271.59 248.90
Profit Before tax 2,155.73 1,414.11 1,483.90 1,237.70
Provision for tax 493.17 409.43 308.06 375.81
Deffered Tax 163.82 (21.61) 127.59 (42.51)
Profit after tax 1,498.74 1,026.29 1048.25 904.40


During the year under review, the total Income of the Company was Rs 7452.47 as against Rs. 9409.69 in the previous year which shows the decrease in revenue by -20.79%. During the period, The Company has earned a Profit after tax of Rs. 1048.25 compared to Rs. 904.40 in the previous year which shows the increase by 15.90%.


Your Directors have recommended dividend of Rs. One per equity for the financial year ended 31st March, 2018, which is payable on obtaining shareholders approval at the 20th Annual General meeting on 29th September, 2018.


Your company at its Extraordinary General Meeting held on 4th January 2017 has issued 1,00,00,000 convertible equity warrants on preferential basis to promoters and Non-promoters at Rs. 39 per share. The company obtained In principle approval on 13th January 2017, the allotment of the same was done on 18th January 2017.

Your company allotted 16,85,000 equity shares of Rs. 10 with premium of Rs. 29 after receipt of warrants amount from various allotees namely Mr. S. Nagaraj, Mr. G. Kaladhar, Mr. Deven Nani Wadekar, Mr. S. Abheesta and Mrs. D.V. Devamma and Mr. K.Vijaykumar during the year.


There were no material changes and commitments occurred affecting the financial position of the Company:


Your company has three subsidiaries, as on 31 March, 2018 namely VSL Data Systems Private Limited, Vagdevi Sark Edutech Private Limited and Vedavaag Common Services Private Limited.

In accordance with section 129(3)of the companies Act 2013,a separate statement containing salient features of financial statements in the prescribed Form AOC-1 is annexed to this report (Annexure I).


No Contracts or arrangements have been entered into by the company with related parties referred to in section 188(1) of the Companies Act, 2013. (Annexure - 2)


No changes in the nature of business..


A Detailed report on Management Discussion and analysis is provided as a separate chapter in Annual Report (Annexure:3).


The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information.

(Annexure: 4)


The following Meetings of the Board of Directors were held during the Financial Year 2017-18:

S.No. Date of Meeting Board Strength No. Of Directors Present
1 29th May 2017 6 4
2 16th August 2017 6 5
3 2nd September 2017 6 5
4 18th October 2017 5 4
5 13th November 2017 5 4
6 11th January 2018 6 4
7 12th February 2018 6 4
8 29th March 2018 6 4


S.No Name of Director Board Meeting Committee Meeting AGM
No. of Meeting held No. of Meeting attended No. of Meeting held No. of Meeting attended Held on 27 Sep 2017
1 Mr. J.S.R. Durgaprasad 8 5 6 4 Yes
2 Mr. J. Murali Krishna 8 8 6 2 Yes
3 Mr. B. Locabhiram 8 5 6 5 No
4 Dr. G. T. Murthy 8 6 6 6 Yes
5 Mr. Srinivas Pannala 8 4 6 2 No
6 Mrs. J. Sujatha 8 5 6 1 No

Report on Corporate Governance is annexed as Annexure - 7.


Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 of the financial year and of the profit and loss 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, and

(e) The Directors, in the case of a listed company, 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.


As at 31st March 2018 the Board Directors comprised of three Independent directors duly appointed by the company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.


At the Annual General Meeting held on 27th September 2017, M/s. Sastri and Shah., Chartered Accountants were appointed as statutory auditors of the company to hold office till the conclusion of the next Annual General Meeting.

In the place of the retiring auditor M/s. Pary & Co, Chartered Accountants (Firm Reg. 007288C) are proposed to be appointed as auditors till the conclusion of the next AGM. M/s. Pary & Co. Chartered Accountants have consented to the said appointment and confirmed that their appointment of made would be with in the limits specified U/s 141(3)(g) of the Act.

They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the proviso to section 139(1), Section 141(2) and section 141(3) of the Act and the provisions of the companies (Audit & Auditors) Rules, 2014. The Audit committee and the Board of Directors recommended the appointment of M/s. Pary & Co. as Statutory Auditors.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Annual Report are self-explanatory.


The Board has appointed Ch.Veeranjaneyulu, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked(Annexure: 5) to this Report.


Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.


As required under Section 135 of the Companies Act, 2013, your Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the activities and to monitor the Corporate Social Responsibility Policy of the Company from time to time.

The Companys Corporate Social Responsibility Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. B. Locabhiram Chairman Non Executive Independent Director
Mr. Srinivas Pannala Member Non Executive Independent Director
Dr. G. T. Murthy Member Non Executive Independent Director

The Annual report on CSR activates is annexed as Annexure - 6.


The Companys Nomination and Remuneration Committee comprises of three Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Srinivas Pannala Chairman Non Executive Independent Director
Mr. J. Murali Krishna Member Executive Director
Dr. G. T. Murthy Member Non Executive Independent Director


The Nomination and remuneration committee is constituted inline with provisions of Regulation 19 of SEBI listing regulations and section 178 of the Act.

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.


The Audit Committee consists of the following members

Name of the Director Position held in the Committee Category of the Director
Mr. B. Locabhiram Chairman Non Executive Independent Director
Mr. J.S.R. Durga Prasad Member Non Executive -Non Independent Director
Dr. G. T. Murthy Member Non Executive Independent Director


The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.


Name of the Director Position held in the Committee Category of the Director
Dr. G. T. Murthy Chairman Non Executive–Independent Director
Mr. B. Locabhiram Member Non executive-Independent Director
Mr. Srinivas Pannala Member Non Executive Independent Director


Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.


The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.


The company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013.


The Company has not made / given / advanced any Loan, Guarantee and Investment during the financial year covered under section 186 of the Companies Act, 2013.


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

1. Conservation of Energy : The operations of 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 nad development activites is of parmount importance .Your company continues its focus on quality upgradtion of product and service development.

3. Conservation of Energy, Technology Asborption & Foreign Exchange earnings and outgo.


Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Companys business systems and processes, such that our responses to risks remain current and dynamic.


The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board‘s report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

1. The internal financial control systems are commensurate with the size and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

3. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

4. The Company follows a robust internal audit process. transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.


The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.


Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.


Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

Date : 01-09-2018 For & on behalf of the Board of Directors
Place : Hyderabad J. Murali Krishna
(Managing Director)
DIN : 0000016054