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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Vama Industries Ltd.

Mar 31, 2024

Your Board of Directors is pleased to present the Company''s 39^th 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 31^st March, 2024 on Standalone and Consolidated basis is summarized below:

(Rs. In Lakhs)
Particulars	Standalone FY2023-24 FY2022-23		Consolidated FY 2023-24 FY2022-23
Turnover	521.12	1146.69	568.41	1281.40
Other Income	5.49	161.30	5.49	223.66
Total Income	526.61	1307.99	573.90	1505.06
PBIDT	(264.59)	(23.45)	(95.08)	75.27
Less:(i) Interest	162.50	104.10	162.50	104.10
(ii) Depreciation	25.29	24.47	25.29	24.47
Profit Before Exceptional Items and Tax	(452.38)	(152.02)	(518.49)	(53.30)
Exceptional Item	159.12	-	159.12	-
Profit Before Tax	(293.26)	(152.02)	(359.37)	(53.30)
Less: Provision for Tax
-Current	-	-		5.68
- Previous year''s tax provision	-	63.62		63.62
-Deferred	19.01	(31.47)	19.01	(31.47)
Profit After Tax	(312.27)	(184.17)	(378.38)	(91.13)
Total Other Comprehensive Income	4.21	(2.54)	4.21	(2.54)
Total Comprehensive Income	(308.06)	(186.71)	(374.16)	(93.67)
Earnings Per share (EPS)	(0.59)	(0.35)	(0.72)	(0.17)

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 âVama 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)
Particulars	2023-24		2022-23
Particulars	USD	INR	USD	INR
Revenue from operations	1,59,012	1,31,91,498	1,58,623	1,14,47,733
Profit/loss for the year after meeting all expenses before Interest, Depreciation & Tax)	(84,190)	(69,64,700)	99,802	(10,87,840)
Less: Interest Depreciation and other write off
Provision for Taxation	-	-	(6,912)	(89,585)
Net Profit/Loss	(84,190)	(69,64,700)	92,890	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.

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 Xâ 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:

â¢ Authorised Capital: Rs.11 Crores

â¢ Issued, subscribed and Paid-up Capital: Rs.10.51 Crores SUBSIDIARY, JOINT VENTURES &ASSOCIATE COMPANIES

As you are aware, Vama Technologies Pte Ltd.,â 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 shareholderat 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 2023-24 (Rs. In lacs)	Maximum amount outstanding During the year 2023-24 (Rs. In lacs)
1	Vama Industries Limited (Holding Company)	Loans/advances to subsidiaries Vama Technologies Pte Ltd (Wholly owned subsidiary)	NIL	NIL
		Loans/advances to associates	NA	NA
		Loans/advances to firms/ companies in which 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 appointments / reappointments have taken place with the approval of shareholders in the previous AGM held on 30th October, 2023

â¢ 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.

â¢ 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 24^thFebruary, 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 19^th 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 14^th March, 2024 and Mr. Manish Kumar Shukla (DIN: 08520576) was appointed as Additional Director (Independent category) effective 10^th 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 10^th 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 NonIndependent 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.

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 âCorporate Governance Reportâ 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 20^th 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
Ms. Jonnada Vaghira Kumari -Mr. Manish Kumar Shukla -Ms. Shilpa Kotagiri --	Chairperson Member Member
Nomination and Remuneration Committee
Ms. Shilpa Kotagiri -Ms. Jonnada Vaghira Kumari -Mr. Manish Kumar Shukla -	Chairman Member Member
Stakeholders Relationship Committee
Mr. Manish Kumar Shukla -Ms. Jonnada Vaghira Kumari -Ms. Shilpa Kotagiri --	Chairman Member Member
Risk Management Committee
Ms. Jonnada Vaghira Kumari -Mr. V. Atchyuta Rama Raju -Ms. V. Parvathi -	Chairperson Member Member

Further, we have in place a committee under the name and style âInternal Complaints Committeeâ 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 of the 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 DIRECTORSâ 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. 19^th April, 2023, 29^th May, 2023, 14^th August, 2023, 22^nd August, 2023, 25^th September, 2023, 02^nd October 2023, 14^th November 2023, 13^th February 2024 and 14^th 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

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, it i s 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.

AUDITORSStatutory 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 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 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:
Auditorâs Observations	Directorâs Explanation
1. Delay in filing of Shareholding pattern as required under Regulation 31 (1)(b) of SEBI (LODR) Regulations, 2015 and Reconciliation of share capital audit report under Regulation 76(1) of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 30^th June, 2023.	The said delays occurred on account of non-receipt of BENPOS from the Depositories within the prescribed time which in turn was caused due to delay in payment of Annual Issuer fees to the said Depositories by the Company. On receipt of Benpos, the Company has made the Compliance of the said regulations. The fine as proposed by the BSE was paid by the Company. Due care shall be taken to be more agile and vigilant.
2. As regards delay in filings of forms / returns with MCA and Reports with STPI	We would like to clarify that the instances of 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 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 âVama Technologies Pte Ltdâ. 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:

Sl. No.	For the Financial year	Percentage of Dividend	Date of Declaration	Due date for transfer to IEPF
1.	2016-17(Final)	5	25.09.2017	27.11.2024
2.	2017-18(Final)	5	26.09.2018	28.11.2025
3.	2018-19(Final)	1	25.09.2019	27.11.2026
4.	2019-20(Final)	Nil	NA	NA
5.	2020-21(Final)	Nil	NA	NA
6.	2021 -22(Final)	Nil	NA	NA
7.	2022-23(Final)	Nil	NA	NA
8.	2023-24(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, 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.

â¢ ISO 27001: 2022 - Information Security Management System

â¢ ISO 20000-1: 2018 - IT Service Management System

â¢ 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:

Sl.No	Name	Borrowings during the Year (Rs. In lacs)	Repayment during the Year (Rs. In lacs)	Amt. outstanding as on 31st March, 2024 (Rs. In lacs)
1.	Mr. V. Atchyuta Rama Raju	134.25	0	134.25

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 31 ^st 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 31^st 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 Actâ) 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 âInternal Complaints Committeeâ 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 Departments, 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.

Mar 31, 2023

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 2022-23 2021-22		Consolidated 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 âVama 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

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, Depreciation & Tax)	99,802	88,43,936	(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

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 own ripple 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:

â¢ Authorised Capital: Rs.11 Crores

â¢ Issued, subscribed and Paid-up Capital: Rs.10.51 Crores SUBSIDIARY, JOINT VENTURES &ASSOCIATE COMPANIES

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.

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	Maximum amount
			year ended 2022-23 (Rs. In lacs)	outstanding During the year 2022-23 (Rs. In lacs)
1	Vama Industries Limited	Loans/advances to subsidiaries	NIL	NIL
	(Holding Company)	Vama Technologies Pte Ltd (Wholly owned subsidiary)
		Loans/advances to associates	NA	NA
		Loans/advances to firms/
		companies in which Directors are interested	Nil	Nil
2	Vama Industries Limited	Investment by the Loanee in the	NA	NA
	(Holding Company)	shares of parent company/ subsidiary company when the company has made a loan or advance

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^thSeptember,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:

Independent Directors of your company have duly met on 24th February, 2023 to discuss the performance of the NonIndependent 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;

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

Further, we have in place a Committee under the name and style âInternal Complaints Committeeâ 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

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 DIRECTORSâ 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^thAugust, 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 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, Directors attendance etc., is provided in the report on Corporate Governance, which forms part of the Board''s Report.

RISK MANAGEMENT

We have been following the principle of risk minimization vis a vis our business needs and the industry norms.

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.

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.

AUDITORSStatutory Auditors:

Auditors Observation(s)& reply thereto:

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 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

COST RECORDS:

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

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.	2015-16(Final)	1%	26.09.2016	28.11.2023
2.	2016-17(Final)	5%	25.09.2017	27.11.2024
3.	2017-18(Final)	5%	26.09.2018	28.11.2025
4.	2018-19(Final)	1%	25.09.2019	27.11.2026
5.	2019-20(Final)	Nil	NA	NA
6.	2020-21(Final)	Nil	NA	NA
7.	2021 -22(Final)	Nil	NA	NA
8.	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, 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)

QUALITYINITIATIVES

We continue to maintain successfully the following ISO Certifications during the year.

â¢ ISO 27001: 2022 - Information Security Management System

â¢ ISO 20000-1: 2018 - IT Service Management System

â¢ 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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

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

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

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 further confirm that during the year under review, there were no cases filed pursuant to the said Act.

CORPORATE SOCIAL RESPONSIBILITY

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Mar 31, 2018

Directorsâ Report

Dear Members,

The Board of Directors are pleased to present the Companyâs 33rd Annual Report and the Companyâs Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2018.

FINANCIAL PERFORMANCE

Our Financial Performance, for the year ended March 31, 2018 is summarized below:

( RS, In Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Turnover	6863	4286.32	10354.59	6112.09
Other Income	233.41	22.72	69.79	23.30
Total Income	7096.41	4309.04	10424.38	6135.39
PBIDT	840.87	384.94	788.64	597.57
Less: (i) Interest	174.99	188.96	185.12	190.16
(II)Depreciation	31.94	22.57	31.94	22.57
Profit Before Exceptional Item and Tax	633.94	183.17	571.58	384.84
Exceptional Item	-	-	-	-
Profit Before Tax Less: Provision for Tax	633.94	183.17	571.58	384.84
- Current	171.41	63.05	178.12	83.35
- Deferred	(7.37)	9.48	(10.66)	24.26
Profit After Tax	469.90	110.64	404.12	277.23
Earnings Per Share (EPS)	0.89	0.24	0.77	0.52
Balance Carried to B/S.	557.32	252.45	658.13	317.26

PERFORMANCE SUMMARY AND STATE OF AFFAIRS

At the outset, we are glad to report that the managementâs decision of incorporating a wholly owned subsidiary in Singapore (WOS) has paid off. In its very 2nd year, the said WOS has reported excellent results, and has boosted the topline as well as the bottom-line of the Company.

A comparative analysis at Consolidated Level and at Standalone Level, year on year basis is hereunder: Consolidated Level

We have achieved a consolidated revenue of Rs.10424.38 Lakhs for the FY 2017-18,an increase of 70% when compared to Rs.6135.39 Lakhs for the FY 2016-17. Further, we have earned a Profit after Tax (PAT) of Rs.404.12 Lakhs for the FY 2017-18, an increase of 46% when compared to Rs.277.23lacs for the FY 2016-17.

Increase in revenue was primarily on account of execution of system integration projects and designing & building of Data Centres for defence sector.

In tune with the Accounting Standards and principles, the financial figures of our Subsidiary have been merged and consolidated with that of our Company.

Standalone Level

At Standalone Level, we have achieved an operational turnover of Rs. 6863 Lacs and Profit after Tax (PAT) of Rs.469.90 Lacs for the FY 2017-18 as against an operational turnover of Rs.4286.32 Lacs and profit after tax of Rs.110.65 Lacs for the FY 2016-17. We feel glad to inform you that there was a spurt of more than 4 times in Net Profits.

With the aforesaid performance in the hindsight, we, at management level, are definitely spirited to record better results in the ensuing Financial Year.

We have resolved not to propose any amount to be transferred to the Reserves for the current Financial Year. BUSINESS OPERATIONS AND FUTURE OUTLOOK

VAMA has started working on Enterprise Class computer hardware business and also as a System Integrator providing solutions to Defence and Space customers. VAMA has won two major turnkey projects from ISRO recently. VAMA has been implementing projects all over India for Defence and Space sectors and is taking up turnkey projects. VAMA has opened an office in New Delhi and also established a wholly owned subsidiary company at Singapore. With India becoming a dominant player in the Space sector, ISRO will launch multiple satellites during the coming years and the need for Data Center infrastructure will increase rapidly. ISRO is trying 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. Having won the major turnkey projects from ISRO, VAMA will get several opportunities to bid for IT infrastructure projects. With the growth in Space and Defence sectors we are confident that we will get opportunities to work on major turnkey projects.

VAMA is also planning to increase the sales and marketing activities for the international market especially for the Engineering Services and ITES business. We are confident that with the increase in sales and marketing activities; our international business will also grow simultaneously.

NATURE OF BUSINESS

There was no change in the nature of Business of our Company during the FY ended 31st March, 2018.

DIVIDEND

We recommend a final dividend of 5% (Re. 0.10 per share) on the capital of Rs.10,50,80,000 comprising 5,25,40,000 fully paid equity shares of Rs. 2/- each for the year ended March 31, 2018.

The proposed dividend, if declared by the members would result in a cash outflow of Rs.52,54,000 towards dividend payout and Rs.10,69,591 as dividend Tax.

The dividend, upon approval by the members, will be paid in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL

During the FY 2017-18 there was no change in the share capital of the Company.

The Capital Structure, as on date, stands as follows:

Authorized Capital : Rs.11 Crores

Issued, Subscribed and Paid up Capital :10.51 Crores

subsidiary, joint ventures & associate companies

We have a Wholly Owned Subsidiary in Singapore under the name and style âVama Technologies Pte Ltd. It is engaged in the business of Information Technology (IT) and IT enabled services. For the FY ended 31st March, 2018, it has recorded a turnover of USD 5.53 Million (Rs 3583.55 Lacs) and a net Profit of USD 0.14 Million (Rs 94.49 Lacs). The said subsidiary made a positive contribution to the topline as well as to the bottom line of our Company. At consolidated level, it contributed Rs. 3583.55 Lacs (34.61%) to the operational revenue. We firmly believe that in the ensuing years, the said subsidiary will play a major role in strengthening the financial performance of our Company.

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 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 statements 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 PteLtd., which was incorporated in the FY 2016-17.

The policy on material subsidiaries as per SEBI (LODR) Regulations, 2015 as approved by the Board is uploaded on the website of the Company and may be accessed at http://www.vamaind.com/Policies/Material_Subsidiary_Determination_Policy.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following changes took place in the offices of Directors during the FY ended 31.03.2018:

Mr. R. Venkateswara Rao & V. Ramakrishna Rao, the Independent directors, resigned from the Board w.e.f 16.10.2017 and 10.01.2018 respectively. In their place, the Board at its meeting held on 10.01.2018 appointed Mr. V. Srinivas & K. Venkata Krishna Rao as additional directors (non-executive independent directors), to hold the office as such till the ensuing Annual General Meeting.

However, the Company has received separate Notices in writing along with the deposit of Rs.1,00,000 in each case as required under Section 160 of the Companies Act, 2013 from its shareholders proposing the candidature of the aforesaid Additional directors for the office of Directors of the Company. If appointments are approved, they shall hold the office of Independent Directors for a term of 5 years with effect from 10.01.2018

Respective resolutions proposing the appointment of Directors form part of Notice of the AGM.

We have received respective declaration from all our Independent Directors confirming that they meet the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013, and under Regulation 25 of SEBI (LODR) Regulations.

The terms of office of Mr. V. Atchyuta Rama Raju, the Managing Director and that of Mr. V. Rajam Raju, the Executive Director of our Company, expires on 31st July, 2018. The Board has re-appointed them vide resolutions dated 20th July, 2018 for another term of 3 years each with effect from 31st July 2018, subject to the approval of members in General Meeting.

Respective resolutions seeking your approval for the said appointments form part of Notice of the AGM.

In terms of Section 152 of the Companies Act, 2013, Mr. V. Rajam Raju (DIN: 01314420 ) was reappointed to the office of Director in the previous AGM held on 25th September, 2017.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mrs. R. Rama Sravanthi (DIN:07098278 ) retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

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.

During the year under review, Mr. R. Venkateswara Rao and V. Ramakrishna Rao, upon cessation from their respective office of Independent Directors have eventually ceased to hold their respective office of committee membership also.

Further, Mr. V. Srinivas & Mr. K.V. Krishna Rao, who have been inducted on the Board as Independent Directors have been appointed on the committees also. The reconstituted committees, upon the aforesaid changes are as detailed hereunder:

Audit Committee
Mr. V. Srinivas	-	Chairman
Mr. K.Venkata Krishna Rao	-	Member
Mr. K. Vara Prasad Raju	-	Member

Nomination and Remuneration Committee
Mr. K.Venkata Krishna Rao	-	Chairman
Mr. V. Srinivas	-	Member
Mr. K. Vara Prasad Raju	-	Member

Stakeholders Relationship Committee
Mr. K.Venkata Krishna Rao	- Chairman
Mr. V. Srinivas	- Member
Mr. V. Atchyuta Rama Raju	- Member

Risk Management Committee
Mr. V. Srinivas	- Chairman
Mr. V. Atchyuta Rama Raju	- Member
Mr. V. Rajam Raju	- Member

BOARD EVALUATION

During the year, Board Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and peer evaluation of directors. The exercise was led by the chairman of Nomination and Remuneration Committee. 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 on outcome of the exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. Further, in tune with the evaluation policy and practice, the Nomination and Remuneration Committee carried out the performance evaluation of Mr. V. Atchyuta Rama Raju & Mr. V. Rajam Raju, who were due for reappointment to their respective offices and were eventually reappointed by the Board for another term of 3 years. Further, a preliminary evaluation was also carried out for Mr. K.Venkata Krishna Rao and Mr. V. Srinivas, who were eventually inducted into the Board as Independent Directors. Further, performance evaluation was also carried out for Mrs. R. Rama Sravanthi, who retires by rotation and being eligible for reappointment.

policy on directorsâ appointment, remuneration, etc.,

The following policies 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.

MEETINGS OF THE BOARD OF DIRECTORS

The meetings of the Board are scheduled at regular intervals to discuss and decide on business performance, policies, strategies and other matters of significance.

The Board duly met 9 times during the Financial Year 2017-18 i.e., 12th April 2017, 30th May 2017, 22nd July 2017, 19th August 2017, 13th November 2017, 14th November 2017, 27th November 2017,10th January 2018, 08th February 2018. 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, Directors attendance etc., is included in the report on Corporate Governance, which forms part of the Boardâs Report.

INTERNAL FINANCIAL CONTROL SYSTEMS

We have adopted policies and procedures which enables implementation of appropriate internal financial controls across the organization and also ensures the orderly and efficient conduct of business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Internal Financial Controls are an integrated 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.

Assurance on the effectiveness of the Internal Financial Controls is 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 Auditor 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:

The members may note that the existing Statutory Auditors, M/s. NSVR& Associates, LLP, Chartered Accountants have expressed their unwillingness to continue as such for the remaining term of their current tenure. Further, we have received a Special Notice pursuant to the provisions of Section 140(4) of the Companies Act, 2013 proposing to appoint M/s. V N S S & Associates., Chartered Accountants (FRN: 018367S) as the Statutory Auditors in place of M/s. NSVR & Associates, LLP., the outgoing Auditors. They have provided their consent and also furnished a certificate pursuant to the provisions of Section 139 (1) of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 stating, inter alia that their appointment, if made, will be within the limits laid down under the Act. The Board of directors of the Company based on the recommendation of Audit Committee considered the appointment of M/s. V N S S & Associates., Chartered Accountants, to the said Office.

M/s. V N S S & Associates., Chartered Accountants, upon appointment will hold their office as such for a period of five consecutive years from the conclusion of the ensuing 33rdAnnual General Meeting till the conclusion of the 38th Annual General Meeting to be held in the year 2023, subject to the approval of shareholders of the Company.

The shareholders may consider the same.

Auditors Observation(s):

The Statutory Auditorsâ report on Standalone Financial Statements for the FY 2017-18 issued by the M/s. NSVR& Associates LLP., Chartered Accountants, does not contain any qualification, reservation or adverse remarks.

However, it may be noted that with regard to the financial statements of the subsidiary Company, its Auditors have expressed disclaimer of opinion as regards the said subsidiaryâs trade receivables, which have been long overdue. The said disclaimer of opinion and its cascading impact has been considered and reported accordingly in the Report on consolidated Financial Statements issued by our Statutory Auditors.

Internal Auditors:

During the year, based on the recommendation of the Audit Committee we have appointed M/s. KCR& Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of the Company. The Internal Auditors submit their report on quarterly basis.

Secretarial Auditors :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. Vikas Sirohiya, P. S. Rao & Associates, Company Secretaries to undertake the secretarial audit of the Company and we have obtained a Secretarial Audit report from M/s P.S.Rao & Associates, Company Secretaries, Hyderabad.

The copy of said Report is attached herewith and marked as Annexure -III.

Further, we would like to clarify that the instances of delay reported by the Secretarial Auditor were just clerical in nature and self-explanatory. In view of the said, no further explanation is being provided thereon.

COST RECORDS:

secretarial standards

The Directors state 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 followed by the Company.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES

All Contracts / Agreements /Transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on armâs length basis.

During the year, the Company had 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 with interest of the Company at large.

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 Companyâs 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 2017-18, the unclaimed dividend in respect of financial year 2009-10 amounting to Rs.43,198 (Rupees Forty Three Thousand one hundred Ninety Eight)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 of the Company, www.vamaind.com.

TRANSFER OF SHARES TO IEPF

In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all shareholders whose shares were due to be transferred to the IEPF Authority and simultaneously published in newspaper advertisements.

In terms of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, 57,660 shares were transferred during the FY 2017-18 to the Investor Education and Protection Fund (IEPF).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.

QUALITY INITIATIVES

We continue to maintain successfully the Quality Management Systems as per the requirements of ISO 9001:2015 Standards.

FIXED DEPOSITS

We have neither accepted nor repaid any deposits during the FY ended 31st March, 2018. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2018. Hence, there are no details to be provided pursuant to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format i.e. Form MGT -9 is appended as Annexure -V to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formalized the process and institutionalized âWhistle Blower Policyâ 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 mechani

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:http:// www.vamaind.com/Policies/Vigil_Mechanism_Whistle_Blower_Policy.pdf

RISK MANAGEMENT

We have been following the principle of risk minimization vis a vis our business needs and the industry norms.

The Role of Risk Management Committee includes the implementation of Risk Management Systems and framework, review of the Companyâs financial and risk management policies, assessment of Risk and Procedures to minimize the same.

The Committee has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Companyâs 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 have been identified and assessed and ensuring that there is an adequate risk management mechanism in place capable of addressing those risks.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boardâs Report. Our Risk Management Policy may be accessed at:http://www.vamaind.com/Policies/Risk ManagementPolicy.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-VI attached to this Report.

CORPORATE GOVERNANCE:

Highest standards of Corporate Governance practices are maintained and followed in every walk of life of our Company. A separate report on Corporate Governance is provided together with a certificate from Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015.

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, adequacy of the internal control measures and reporting matters to the Audit Committee is also annexed in the Corporate Governance Report.

dispatch of annual reports

In compliance of the applicable provisions, we shall dispatch the Annual Report for the FY 2017-18 in electronic format to all our members whose E-Mail addresses are registered and updated with our Registrar & Transfer Agents. To all the other members, the Annual Report will be sent in physical format.

listing & trading

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the financial year 2018-19 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2017-18.

particulars of employees

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, we do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of 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.1.02 Crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31st March, 2018 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- VII (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) towards subscription of 8680 equity shares, i.e., 100% stake. Further, in order to meet its short term business requirements, unsecured loans have been provided during the year under review and the same stands at Rs. 230.33 Lacs,which shall be repayable on demand.

Further, we have made investments in 440734.308 units of L080B SBI Corporate Bond Fund-Regular Plan-Growth -Mutual Funds aggregating Rs.123.11 lacs as on 31.03.2018.

Apart from the aforesaid, we have not given any loan or made investment or given guarantee or provided security as envisaged 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, 2018. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same ;

ii. The Directors have 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 profits of the company for the period;

iii. Proper and sufficient care has been taken 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 detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 your Company and its future operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report for the FY 2017-18.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

We strongly support the rights of all our employees to work in a harassment - free environment. The Company has 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 and the Rules made thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

We further confirm 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.

We further confirm that we have complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

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 take on record the contribution made by the employees of the Company and acknowledge their hard work and dedication to ensure that the Company consistently out grows its previous performance and remains a consistent player in the IT &ITES Industry. Further, we wish to express our sincere appreciation towards all the customers, suppliers, banks, financial institutions, advisors, Government of India and Government Departments, concerned State Governments and other authorities for their sustained support and co-operation towards contributing to the Companyâs success.

We are also deeply grateful to our shareholders for the confidence and faith that they have always placed in us.

For and on behalf of the Board

Sd/-

V. Atchyuta Rama Raju

Chairman and Managing Director

Hyderabad DIN : 00997493

24th August, 2018

Mar 31, 2016

Dear Fellow Shareholders,

The Directors are delighted to present the 31st Annual Report along with the audited accounts for the financial year ended March 31, 2016.

FINANCIAL PERFORMANCE

Our Financial Performance, for the year ended March 31, 2016 is summarized below:

( Rs. In Lakhs)

Particulars	2015-16	2014-15
Turnover	4586.36	4852.90
Other Income	15.61	16.78
Total Income	4601.97	4869.68
PBIDT	141.11	229.81
Less: (i) Interest	75.95	47.82
(II)Depreciation	24.34	30.50
Profit Before Exceptional Item and Tax	40.82	151.49
Exceptional Item	-	52.70
Profit Before Tax	40.82	98.78
Less: Provision for Tax
- Current	19.07	54.40
- Deferred	(3.36)	(5.81)
Profit After Tax	25.11	50.19
Less : Appropriations
a) Transfer to Reserves	Nil	Nil
b) Proposed Dividend	10.51	16.48
c) Tax on Proposed Dividend	2.14	3.29
d) Dividends for (FY 2014-15)	3.04	0
e) Tax on Dividend (FY 2014-15)	0.61	0
Earnings Per Share (EPS)	0.27	0.66
Balance Carried to B/S.	8.81	30.42

PERFORMANCE SUMMARY And STATE OF AFFAIRS

During the FY ended 31st March, 2016, the total income from the operations of the Company had slightly decreased from Rs 4852.90 lakhs (in the previous FY) to Rs 4586.36 lakhs (in the current FY).

Your Company posted a profit after tax of Rs 25.11 Lakhs for the year ended 31st March, 2016 when compared to Rs 50.19 Lakhs for the year ended 31st March, 2015.

Income on account of engineering & other services stood at Rs.4, 46, 63,805/- out of which Rs.14, 301,740/-was Export Income.

Lower profitability in this year was predominantly on account of stiff market conditions which prevailed during the year and the consequent lower realization. A focused approach and unique strategy adopted for each business division with the objective of sustaining growth helped the Company to minimize the adverse impact contributed by external factors.

No amount is being proposed to be transferred to the Reserves for the current Financial Year.

Apart from the below-mentioned, no material changes and commitments have occurred after the closure of the financial year till the date of this Report, which may have affected the financial position of the Company.

Issue and allotment of securities

During the year under review, your Company has issued and allotted 12,20,000 equity shares and 4,50,000 warrants convertible into equity shares, on Preferential Allotment basis, for which the memberâs approval was sought by way of Postal Ballot.

Further the Company has allotted 3, 00,000 equity shares upon conversion of warrants to one of the Promoters of the Company.

CHANGES IN CAPITAL

Sl. No

Particulars

At the end

of the Year

(Amt. in Rs.)

At the beginning of the Year

(Amt. in Rs.)

Authorised Capital:

Equity Shares of Rs.10/- each

11,00,00,000.00

9,00,00,000.00

Issued, Subscribed & Paid ud Capital:

Equity Shares of Rs. 10/- each

9,75,80,000.00

8,23,80,000.00

Further, the Company has allotted 7,50,000 equity shares of Rs. 10/- each upon conversion of warrants, during the period commencing on 1st April, 2016 and ending till date.

The paid up Capital stands at Rs 10,50,80,000.00 divided into 10,50,8000 equity shares of Rs. 10/- each as on date.

Future Outlook

India is the topmost off shoring destination for IT companies across the world. Having proven its capabilities in delivering both on-shore and off-shore services to global clients, emerging technologies now offer an entire new gamut of opportunities for top IT firms in India.

The Indian IT sector is expected to grow at a rate of 12-14 per cent for FY2016-17 in constant currency terms. Realizing the wealth of potential in the IT-ITES sector, the central and state governments are also working towards creating a sound infrastructure for the IT-ITES Sector.

In this vertical, we have started business process services, which include product design and development, delivers solutions, enable our clients to do business better.

In Defense and Space Sector, our Company had humble beginning as a box seller i.e. sale of laptops and desktops and from this stage we have grown to a position of system integrator. We have entered into Enterprise class business which effectively means we are setting up data centers at various locations thus enabling the basic infrastructure.

We are confident of growth in Defense and Space areas as they have become essential for any Country''s technical advancement and India being the cheapest provider of these services, we feel more comfortable to have been in these segments.

NATuRE OF BuSINESS

There was no change in the nature of Business of your Company during the FY ended 31st March, 2016. DIVIDEND

In view of allotment of 7,50,000 equity shares upon conversion of warrants, which took place subsequent to the close of FY2015-16, your Board of Directors recommends a final dividend of 1% (Re. 0.10 per share) on the enhanced capital base of Rs. 10,50,80,000 comprising 1,05,08,000 fully paid equity shares of Rs. 10/- each for the year ended March 31, 2016 [Previous year Rs. 0.20 per equity share of Rs. 10/- each] to be appropriated from the profits of the year 2015-16, subject to the approval of shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable Regulations.

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, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The details of any unpaid dividend amounts as per Section 125(2) of the Companies Act, 2013 have to be identified and uploaded on the website of the Company. Accordingly, unclaimed dividends up to the financial year 2007-08 have been transferred to IEPF by the Company.

Subsidiary companies

During the financial year under review, we did not have any subsidiary or joint venture or associate company. We have incorporated a wholly owned subsidiary Company in Singapore in the name of "Vama Technologies Pte Ltd. "subsequent to the closure of the financial year.

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, Listing agreement 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

The Composition of various Committees of the Board is hereunder:

Audit Committee
Mr. V. Ramakrishna Rao		-	Chairman
Mr. R. Venkateswara Rao		-	Member
Mr. K. Vara Prasad Raju		-	Member
Nomination and Remuneration Committee
Mr. R. Venkateswara Rao	-		Chairman
Mr. V. Ramakrishna Rao	-		Member
Mr. K. Vara Prasad Raju	-		Member
Stakeholders Relationship Committee
Mr. R. Venkateswara Rao	-		Chairman
Mr. V. Ramakrishna Rao	-		Member
Mr. V.A. Rama Raju	-		Member
Risk Management Committee
Mr. V. Ramakrishna Rao	-		Chairman
Mr. V.A. Rama Raju	-		Member
Mr. V. Rajam Raju	-		Member

DIRECTORS AND KEY MANAGERIAL PERSONS

During the financial year under review, the members of our Company by way of Postal Ballot have reappointed Mr.

V. Atchyuta Rama Raju, Chairman & Managing Director of the Company and Mr. V. Rajam Raju, Executive Director of the Company for a further period of three years w.e.f. 01st August, 2015

Further in terms of Section 152 of the Companies Act, 2013, Mr. V. Rajam Raju was reappointed to the office of Director in the previous AGM held on 29th September, 2015.

During the year under review, Ms. Shilpa Kotagiri, resigned from the office of Company Secretary and Mr. Rohit Tibrewal was appointed as Company Secretary & Compliance Officer, a Key Managerial Personnel by the Board of Directors of the Company in their meeting held on 10.09.2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mrs. R. Rama Sravanthi retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

We have received declaration from all our 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 under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

We, at VAMA believe in striving and excelling against contenders not only through products and initiatives but also through effective and efficient Board monitoring. As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an evaluation of all the directors, the Board as a Whole and its committees was conducted based on the criteria and framework adopted by the Board.

The detail of the said evaluation has been enumerated in the Corporate Governance Report, which is annexed to the Boards'' Report.

None of our Independent Directors is due for reappointment.

POLICY ON DIRECTORS'' Appointment, REMUNERATION, ETC.,

The following policies are attached herewith and marked as Annexure -VI and VII 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.

MEETINGS OF THE BOARD OF DIRECTORS

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance.

In certain exigencies, decisions of the Board are also accorded through circulation.

The Board duly met 10 times during the Financial Year 2015-16.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 are included in the report on Corporate Governance, which forms part of the Board''s Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluations of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

RISK MANAGEMENT POLICY:

Your Company has been following the principle of risk minimization vis a vis the industry norms.

A Risk Management Committee is in place and keeping in view the nature of business of the Company and the potential risks associated with it a Risk Management Policy is framed.

The Committee has been 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 have been identified and assessed and ensuring that there is an adequate risk management mechanism in place capable of addressing those risks.

The policy aims at sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed Mr. V. S. N. Srinivas, Chartered Accountant, and Hyderabad, as the Internal Auditor of your Company. The Internal Auditor is submitting his report on quarterly basis.

statutory auditors:

As the members are aware, at the Annual General Meeting (AGM) held on 25.09.2014, M/s GV & Co., Chartered Accountants, Hyderabad, were appointed as our Statutory Auditors for a period of 3 years, to hold office till the conclusion of the 32nd AGM. In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of M/s GV & Co., Chartered Accountants, as the Statutory Auditors of the Company, is placed for your ratification. In this regard, we have received consent letter and certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The statutory auditors'' report does not contain any qualifications, reservations or adverse remarks.

SECRETARIAL AUDITORS'' REPORT:

Pursuant to provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 we have obtained a Secretarial Audit report from Mr. Vikas Sirohiya, (M.No.15116 & C.P No. 5246),Partner, P. S. Rao & Associates, Company Secretaries, Hyderabad. The copy of said Report is attached herewith and marked as Annexure -I.

TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into any transaction with any of its related parties falling under Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party which may have a potential conflict with the interest of the Company at large.

Related Party Transactions, if any are placed before the Audit Committee and the Board for approval.

Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved and adopted by the Board of Directors may be accessed on our Website at the link: http://www.vamaind.com/ Policies/Related_Party_Transactions_Policy.pdf

Your kind attention is drawn to Note 30 to the financial statement which sets out the Related Party disclosures. quality initiatives

We continue to maintain successfully the Quality Management Systems to the requirements of ISO 9001:2008 Standards.

FIXED DEPOSITS

We have neither accepted nor repaid any deposits during the FY ended 31st March, 2016. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2016. Hence, there are no details to be provided pursuant to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed Format i.e. Form MGT -9 is appended as Annexure -II to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 (9) & (10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formalized the process and institutionalized ''WhistleBlower 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 VIII to this Report. The Vigil Mechanism and Whistle Blower Policy may be accessed on our Website at the link: http://www.vamaind.com/Policies/Vigil Mechanism Whistle Blower Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure-III attached to this Report.

CORPORATE GOVERNANCE:

We firmly understand and believe the importance of Corporate Governance. We always aim for the growth by adhering to the National and International Corporate Governance Standards. Our philosophy on corporate governance ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large.

For the sake of your information, it may be noted that the Paid up equity share capital of the Company was below Rs. 10 crores and Net worth was below Rs. 25 crores as on 31st March, 2016, hence as per Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certain provisions relating to Corporate Governance are not applicable to the Company. However, following the principles of good Corporate Governance in letter and spirit, we have complied with all the applicable provisions pertaining to Corporate Governance and have made disclosures at appropriate sections in this Annual Report.

A Report on Corporate Governance along with a certificate from our Statutory Auditors confirming compliance of conditions of Corporate Governance as stipulated in the erstwhile Listing Agreement (to the extent applicable) and also under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

E- DISPATCH OF ANNUAL REPORTS

While adhering to the Green Initiative measures, as suggested by the MCA, we have resolved to dispatch the Annual Reports electronically to such shareholders who have registered and updated their e-mail IDs. with the Registrar & Transfer Agents of the Company. Annual Report, in physical form shall be dispatched to other shareholders.

LISTING & TRADING

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the financial year 2016-17 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2015-16.

PARTICULARS OF EMPLOYEES

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, we do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e. Rs. 8.5 lakhs per month or Rs. 1.02 crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31stMarch, 2016 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

We have not given any loan or made investment or given guarantee or provided security as envisaged under Section 186 of the Act.

DEMATRIALISATION OF SHARES

99.72% of the total paid up equity shares of your Company is in dematerialized form as on 31st March, 2016 DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same;

iv. The annual accounts have been prepared on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY:

Since your 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 there under, reporting pursuant to Section 134(3) (o) is Not Applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

GENERAL:

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

ACKNOWLEDGEMENTS AND APPRECIATIONS

Your Directors appreciate contribution made by the employees of the Company and acknowledge their hard work and dedication to ensure that the Company consistently performs well and remains a consistent player in the IT & ITES Industry. The Board of Directors wish to express their sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other authorities for their consistent support and co-operation towards contributing to the Company''s success.

We are also deeply grateful to our shareholders for the confidence and faith that they have always placed in us.

For and on behalf of the Board

12th August, 2016 Sd/-

Hyderabad V. A. Rama Raju

Chairman and Managing Director

Mar 31, 2015

Dear Fellow Shareholders,

The Directors are delighted to present the 30th Annual Report along with the audited accounts for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE

Our Financial performance, for the year ended March 31, 2015 is summarized below:

(Rs. In Lakhs)

Particulars 2014-15 2013-14

Turnover 4852.90 2317.84

Other Income 16.78 5.44

Total Income 4869.68 2323.28

PBIDT 229.81 89.22

Less: (i) Interest 47.82 39.46

(ii)Depreciation 30.50 31.58

Profit Before Exceptional Item and Tax 151.49 18.19

Exceptional Item 52.70 Nil

Profit Before Tax 98.78 18.19

Less: Provision for Tax

- Current 54.40 6.96

- Deferred (5.81) (1.34)

Profit After Tax 50.19 16.12

Less : Appropriations

a) Transfer to Reserves Nil Nil

b) Proposed Divided 16.48 7.04

c) Tax on Proposed Dividend 3.29 1.20

Earning Per Share (EPS) 0.66 0.23

Balance Carried to B/S. 30.42 7.88

PERFORMANCE SUMMARY AND STATE OF AFFAIRS

During the FY ended 31st March, 2015, we registered a phenomenal growth in terms of topline as well as the bottomline.

Revenues from Operations registered a growth of more than 100% whereas in terms of profitability the growth was more than 200% over the previous year's figures.

Income on account of engineering & other services stood at Rs.54,201,638/- out of which Rs.58,08,100/- was Export Income.

Your management is concentrating more on service sector which will enable it earn higher profit margins and better return on capital employed.

We, during the year goneby executed a niche project, i.e, Implementation of Integrated Data Center at ANURAG.

The successful completion of project has emboldened the management to make strides in new areas where opportunities in terms of growth are relatively more and are even better in terms of profitability.

No amount is being proposed to be transferred to the Reserves for the current Financial Year.

Apart from the below-mentioned, no material changes and commitments have occurred after the close of the year till the date of this Report, which may have affected the financial position of the Company.

Issue and allotment of securities

As you are aware, your approval was sought for issue of 12,20,000 equity shares and 4,50,000 warrants convertible into equity shares, at a issue price of Rs.30 per share / warrant, on preferential basis. The said proposal was approved by way of Postal Ballot process. Pursuant to the said approval of members, the Board has issued and allotted the said securities.

In this regard, the Compliance formalities with the statutory and regulatory authorities are underway.

CHANGES IN CAPITAL

Sl. No Particulars At the end At the beginning of the Year of the Year (Amt. in Rs.) (Amt. in Rs.)

1 Authorised Capital:

Equity Shares of Rs.10/- each 9,00,00,000.00 8,00,00,000.00

2 Issued, Subscribed & Paid up Capital:

Equity Shares of Rs. 10/- each 8,23,80,000.00 7,03,80,000.00

During the FY ended 31st March, 2015, the Company allotted 12,00,000 equity shares of Rs. 10/- each on preferential basis.

Further, the Company has allotted 12,20,000 equity shares of Rs. 10/- each on preferential basis, during the period commencing on 1st April, 2015 and ending till date.

As on date, the Authorised Capital stands enhanced at Rs 11 Crores and paid up Capital stands enhanced at Rs 9.458 Crores.

PREFERENTIAL ISSUE OF SECURITIES

As you are aware and as discussed above, your approval was sought for issue of 12,20,000 equity shares and 4,50,000 warrants convertible into equity shares on preferential basis by way of Postal Ballot process. We are apologetic to state that in the Notice of said Postal Ballot, Dated 29th May, 2015, at para iv under Item No.8 & 9 in the Explanatory Statement, the phrase Closing Price appeared instead of volume weighted average price. We do confirm that the issue price of Rs.30 per share was based on volume weighted average price,calculated in absolute compliance with the Regulation 76 of SEBI (ICDR) Regulations, 2009 as amended from time to time.

FUTURE OPERATIONS

India has become one of the most favored destinations for IT and ITES activities. The IT industry has not only transformed India's image on the global platform, but has also fuelled economic growth by energising the higher education sector especially in engineering and computer science.

Increasing internet penetration, affordability of personal computers and consumer hunger for new technologies have been driving tech sector growth for years.

To improve internal efficiency software services are being increasingly demanded by all companies which is boosting sales of Computer Hardware and Software. India has emerged as the fastest growing market for all major OEM's globally. Indian Government is also increasing the use of software services and with the new digital India initiative being launched by the Indian government, the domestic market for software services looks forward to a very bright future.

VAMA is offering total IT infrastructure solution services. A large number of companies are opting for total IT infrastructure outsourcing as a solution to accomplish productivity and least downtime of their IT infrastructure and also reduce total costs at the same time. Being a single point of contact for all IT requirements; VAMA has edge over the competition. VAMA delivers value through several outcome-based business models as well as best practices and tools that can transform customer's infrastructure and architecture to keep pace with changing business demands.

VAMA has been working with Indian Defence labs from the last 12 years and also has maintaining offshore engineering services delivery center for North American customers for over 10 years. With this rich experience VAMA can offer innovative solutions and best practices across different domains to the customers.

NATURE OF BUSINESS

There was no change in the nature of Business of your Company during the FY ended 31st March, 2015.

DIVIDEND

In view of issue and allotment of 12,20,000 shares (on preferential basis), which took place subsequent to the close of Financial Year, 2014-15, your Board of Directors recommends a final dividend of 2% (Re. 0.20 per share) on the enhanced capital base of Rs.9,45,80,000 comprising 94,58,000 fully paid Equity Shares of Rs. 10/- each for the year ended March 31, 2015 [Previous year Rs. 0.10 per Equity Share of Rs. 10/- each] The Dividend if approved by the shareholders at the ensuing Annual General Meeting will be paid in compliance with applicable Regulations.

SUBSIDIARY COMPANIES

We do not have any subsidiary or associate company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 respectively.

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 the Listing agreement. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

The Composition of various Committees of the Board is hereunder:

Audit Committee

Mr. V. Ramakrishna Rao - Chairman

Mr. R. Venkateswara Rao - Member

Mr. K. Vara Prasad Raju - Member

Nomination and Remuneration Committee

Mr. R. Venkateswara Rao - Chairman

Mr. V Ramakrishna Rao - Member

Mr. K. Vara Prasad Raju - Member

Stakeholders Relationship Committee

Mr. R. Venkateswara Rao - Chairman

Mr. V Ramakrishna Rao - Member

Mr. V.A. Rama Raju - Member

Risk Management Committee

Mr. V Ramakrishna Rao - Chairman

Mr. V.A. Rama Raju - Member

Mr. V Rajam Raju - Member

DIRECTORS AND KEY MANAGERIAL PERSONS

Mr. V Rajam Raju was reappointed to the office of Director in the previous AGM held on 25th September, 2014.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. R. Rama Sravanthi, was appointed as Additional Director of the Company with effect from 01st March, 2015.

Subsequently Ms. R. Rama Sravanthi was appointed as Director of the company, pursuant to the provisions of Section 160 of the Companies Act, 2013, by the members through Postal Ballot process.

Further, the following reappointments were made by the Board and subsequently approved through Postal Ballot:

Mr. V A. Rama Raju was reappointed as the Managing Director of the Company for a period not exceeding 3 (Three) years, with effect from 1st August, 2015, at a remuneration of Rs.1.65 lacs per month.

Mr. V Rajam Raju was reappointed as the Executive Director of the Company for a period not exceeding 3 (Three) years, with effect from 1st August, 2015 at a remuneration of Rs.1.5 lacs per month.

Further, during the Financial Year, Sri. G. Siva was appointed as the Chief Financial Officer of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri.V. Rajam Raju retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

We have received declaration from all our Independent Directors confirming that they meet the criteria of independence as prescribed under the Act.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

None of our independent directors is due for re-appointment.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION ETC.,

The following policies are attached herewith and marked as Annexure ÂVI and VII 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.

MEETINGS OF THE BOARD OF DIRECTORS

The Board duly met 6 times during the Financial Year 2014-15. Besides, one resolution was passed by the Board of Directors by way of circulation under Section 175 of the Companies Act, 2013. The intervening gap between any two consecutive two Board Meetings was within the period prescribed by the provisions of the Companies Act, 2013 and Listing Agrement.

For further details on Board Meetings, you may please refer the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

We have adequate system of internal financial controls with reference to financial statements, including but not limited to safeguard and protection of assets from loss, their unauthorized use or disposition. All the transactions were properly authorized, recorded and reported to the Management. We are following all the applicable Accounting Standards for properly maintaining the books of account and reporting in the financial statements. Your Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have re-appointed V.N.S. Srinivasa Rao, Chartered Accountants, Hyderabad, as the Internal Auditors of your company. The Internal Auditors are submitting their reports on quarterly basis.

STATUTORY AUDITORS:

As the members are aware, at the Annual General Meeting (AGM) held on 25.09.2014 M/s GV & Co., Chartered Accountants, Hyderabad, were appointed as our Statutory Auditors for a period of 3 years, to hold office till the conclusion of the 32nd AGM. In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of M/s GV & Co., Chartered Accountants, as the Statutory Auditors of the Company, is placed for your ratification. In this regard, we have received consent letter and certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The statutory auditors' report does not contain any qualifications, reservations or adverse remarks.

SECRETARIAL AUDITORS' REPORT:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 we have obtained a Secretarial Audit report from Mrs. K. Malleshwari, (M.No 37210 & C.P No 14686), Company Secretary in whole-time practice. The copy of said Report is attached herewith and marked as Annexure ÂI.

TRANSACTIONS WITH RELATED PARTIES

We have not entered into any related parties transactions which are not on arms length basis or not in the ordinary course of business. That is to say, all the related party transactions were in the ordinary course of business and at arms length. The Audit Committee has approved all the related party transactions entered during the FY 2014-15.

There were no material transactions with the Related Parties during the year.

Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved and adopted by the Board of Directors may be accessed on our Website at http://www.vamaind.com/Policies/ Related_Party_Transactions_Policy.pdf

Your kind attention is drawn to Note 30 to the Financial statement which sets out the Related Party disclosures.

QUALITY INITIATIVES

We continue to maintain successfully the Quality Management Systems to the requirements ISO 9001:2008 Standards.

FIXED DEPOSITS

We have neither accepted nor repaid any deposits during the FY ended 31st Mach, 2015. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2015. Hence, there are no details to be provided pursuant to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed Format i.e. MGT -9 is appended as Annexure ÂII to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

We have set up a vigil mechanism, which also incorporates a Whistle Blower Policy for our Directors and employees to report genuine concerns, including but not limited to unethical behaviour, actual or suspected fraud or violation of the Code of Conduct in terms of Section 177 (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement.

The details of the vigil mechanism are provided in the Corporate Governance Report and are set out in Annexure VIII to this Report. The Vigil Mechanism And Whistle Blower Policy may be accessed on our Website at http:// www.vamaind.com/Policies/Vigil_Mechanism_Whistle_Blower_Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of Clause 49 of the Listing Agreement, a Report on the Management Discussion and Analysis is set out in Annexure Â III to this Report.

CORPORATE GOVERNANCE:

We firmly understand and believe the importance of Corporate Governance. We always aim for the growth by adhering to the National and International Corporate Governance Standards. Our philosophy on corporate governance ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large.

The Report on Corporate Governance and a Certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement with stock exchange is attached herewith and forms part of this Annual Report.

E- DISPATCH OF ANNUAL REPORTS

While adhering to the Green Initiative measures, as suggested by the MCA, we have resolved to dispatch the Annual Reports electronically to such shareholders who have registered and updated their e-mail IDs., with the Registrar & Transfer Agents of the Company. Annual Report, in physical form shall be dispatched to other shareholders.

LISTING & TRADING

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fees for the financial year 2015-16 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2014-15.

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 in respect of our employees, is attached herewith and marked as Annexure ÂV.

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, we donot have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LOANS, GUARANTEES OR INVESTMENTS

We have not given any loan or made investment or given guarantee or provided security as envisaged under Section 186 of the Act.

DEMATRIALISATION OF SHARES

99.67% of the total paid up equity shares of your Company are in dematerialized form as on 31st March, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same ;

ii. The Director selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the Financial year and of the profits of the company for the period;

iii. Proper and sufficient care has been taken 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 detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Since your 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 provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided at Annexure Â IV to this Report.

GENERAL

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations

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.

ACKNOWLEDGEMENTS AND APPRECIATIONS

Your Directors take this opportunity to thank the shareholders, Customers, Suppliers, Bankers, Business Partners/ Associates, Financial Institutions and Central and State Government offices, last but not the least the employees for their consistent support and encouragement.

For and on behalf of the Board

Sd/-

V. A. Rama Raju

Chairman and Managing Director

13th August, 2015

Hyderabad

Mar 31, 2013

Dear Fellow Shareholders,

The behalf of the Board of Directors, I am happy to present the 28th Directors Report of your Company along with the Balance Sheet and Statement of Profit & Loss for the year ended March 31, 2013.

FINANCIAL PERFORMANCE

The Financial performance of the Company, for the year ended March 31, 2013 is summarized below:

(Rs.in Lakhs)

Particulars Audited

2012-13 2011-12

Turnover 2120.06 1401.77

Other Income 3.13 2.87

/- in Inventory 108.03 117.83

Total Income 2123.19 1404.63

PBIDT 97.42 122.39

Less: (i) Interest 26.28 13.04

(ii) Depreciation 37.90 82.66

Profit Before Tax 33.24 26.68

Less: Provision for Tax

- Current 9.75 7.09

- Deferred 0.53 (3.22)

- Fringe Benefit Tax 0 0

Profit After Tax 22.97 22.82

Less: Appropriations

a) Transfer to Reserves Nil Nil

a) Proposed Dividend 7.04 7.04

b) Tax on Proposed Div 1.14 1.14

Earnings Per Share (EPS) 0.33 0.32 Balance Carried to B/S. 14.79 14.64

BUSINESS PERFORMANCE_

Our Revenues from Operations for the Current year grew to Rs.2120.06 Lakhs against an amount of Rs.1401.77 Lakhs for the year 2011-12 and the profit after tax for the year stood at Rs. 22.97 Lakhs when compared to Rs.22.82 Lakhs for the previous year

2011-12.

The above revenue includes income from Services of Rs. 48,166,160/- Further, your Company has earned a Profit (Before Tax) of Rs. 33.24 Lakhs for the financial year 2012-13 as against Rs. 26.68 Lakhs for the previous financial year 2011-12. The Company does not propose to transfer any amount to its Reserves.

DIVIDEND

Your Board of Directors recommends a final dividend of 1% (Re. 0.10 per share) on 70,38,000 fully paid Equity Shares of Rs. 10/- each for the year ended March 31, 2013 [Previous year Rs. 0.10 per Equity Share of Rs. 10/- each] to be appropriated from the profits of the year 2012-13, subject to the approval of shareholders at the ensuing Annual General Meeting. The Dividend will be paid in Compliance with applicable Regulations.

FUTURE OPERATIONS_

The Company believes that Information Technology (IT) continues to be in its rapid pace and also continued to be an important catalyst in the economic growth of the Country and also for the sustainable growth of your company. Hence your Company concentrates more on its core competence area, the IT sector.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT_

In accordance with the provisions of Clause 49 of the Listing Agreement, a Report on the Management''s Discussion and Analysis on Company''s Performance industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable is presented under the head "Management Discussion and Analysis Report" under Annexure A to this Directors Report.

REAPPOINTMENT OF STATUTORY AUDITOR

The Statutory Auditors M/s. GV & Co, Chartered Accountants retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if reappointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith. The statutory Auditors have confirmed that their appointment, if made, will be in accordance with the provisions of section 224 (1B) of the Companies Act, 1956.

QUALITY

The Company continues to maintain successfully the Quality Management Systems to the requirements ISO 9001:2008 Standards.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits. Hence there is no outstanding amount as on the Balance Sheet date.

CORPORATE GOVERNANCE:_

VAMA firmly understands and believes the importance of Corporate Governance. Your company always aims for its growth by adhering to the National and International Corporate Governance Standards. The Company''s philosophy on corporate governance ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large.

The Compliance Report on Corporate Governance and a Certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement with stock exchanges, is attached as Annexure B and forms part of this Annual Report.

E- DISPATCH OF ANNUAL REPORTS_

While adhering to the Green Initiative measures, as suggested by the MCA, Your Company has resolved to dispatch the Annual Reports electronically to such shareholders who have registered and updated their e-mail IDs., with the Registrar & Transfer Agents of the Company. Annual Report, in physical form shall be dispatched to other shareholders.

LISTING & TRADING_

The Equity Shares of the Company are listed on BSE Limited, Mumbai. The Company has paid the listing fees for the financial year 2013-14. You may further note that the listing/ trading was never suspended at any time during the financial year 2012-13.

PARTICULARS OF EMPOLYEES_

None of the employees falls within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011

DIRECTORS

Pursuant to the provisions of Section 256 of the Companies Act, 1956 Mr. V Rajam Raju and Mr. R. Venkateswara Rao retire by rotation at the ensuing AGM and being eligible, offer themselves for re- appointment.

DEMATRIALISATION OF SHARES

99.55% of the total paid up equity shares of the Company are in dematerialized form as on 31st March, 2013

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies

Act, 1956, the Directors confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same ;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the Financial year and of the profits of the company for the period;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS AND APPRECIATIONS

Your Directors take this opportunity to thank the shareholders, Customers, Suppliers, Bankers, Business Partners/ Associates, Financial Institutions and Central and State Government offices, last but not the least our employees for their consistent support and encouragement to the company.

For and on behalf of the Board

Sd/-

V. A. Rama Raju

Chairman and Managing Director

August 14th, 2013

Hyderabad.

Mar 31, 2012

Dear Fellow Shareholders,

The behalf of the Board of Directors, I am happy to present the 27th Directors Report of your Company along with the Balance Sheet and Profit & Loss Account for the year ended March 31, 2012..

FINANCIAL PERFORMANCE

The Financial performance of the Company, for the year ended March 31, 2012 is summarized below:

(Rs. in Lakhs)

Particulars Audited 2011-12 2010-11

Turnover 1401.77 1007.84

Other Income 2.87 2.03

/- in Inventory 117.83 16.58

Total Income 1522.46 1026.45

PBIDT 122.38 134.33

Less: (i) Interest 13.04 8.87

(ii) Depreciation 82.66 101.91

Profit Before Tax 26.68 23.55

Less: Provision for Tax

- Current 7.09 4.37

- Deferred (3.22) (2.82)

Profit After Tax 22.82 22.01

Less: Appropriations

a) Proposed Dividend 7.04 14.08

b) Tax on Proposed Div 1.14 2.39

Earning Per Share (EPS) 0.32 0.31

Balance Carried to B/S. 14.63 5.54

BUSINESS PERFORMANCE

Our Revenues from Operations for the Current year increased to Rs.1401.77 Lakhs against an amount of Rs.1007.84 Lakhs for the year 2010-11 and the profit after tax for the year stood at Rs. 22.82 Lakhs when compared to Rs.22.01 for the previous year 2010-11.

The above revenue includes income from Services of Rs. 44,606,408/- and revenue from Sales & Services of Rs.95,570,528/-.

Further, your Company has earned a Profit (Before Tax) of Rs. 26.68 Lakhs for the financial year 2011-12 as against Rs. 23.55 Lakhs for the previous financial year 2010-11.

DIVIDEND

Your Board of Directors recommends a final dividend of 1% (Re. 0.10 per share) on 70,38,000 fully paid Equity Shares of Rs. 10/- each for the year ended March 31, 2012 [Previous year Rs- 0.20 per Equity Share of Rs. 10/- each] to be appropriated from the profits of the year 2011-12, subject to the approval of shareholders at the ensuing Annual General Meeting. The Dividend will be paid in Compliance with applicable Regulations.

SUBSIDIARY

During the year under review, M/s. VAMA Asia Pte. Ltd, the erstwhile wholly owned subsidiary of M/s. VAMA Industries Limited, which had its Registered office in Singapore has been wound up and been dissolved.

FUTURE OPERATIONS

The Company believes that Information Technology (IT) continues to be in its rapid pace and also continued to be an important catalyst in the economic growth of the Country and also for the sustainable growth of your company. Hence your company concentrates more on its core competance area, the IT sector.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the provisions of Clause 49 of the Listing Agreement, a Report on the Management's Discussion and Analysis on Company's Performance - industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable are presented under the head Management Discussion and Analysis Report under Annexure A to this Directors Report.

REAPPOINTMENT OF STATUTORY AUDITOR

The Statutory Auditors M/s. GV & Co, Chartered Accountants retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if reappointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

QUALITY

The Company Continues to maintain successfully the Quality Management Systems to the requirements of ISO 9001:2008 Standards.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits. Hence there is no outstanding amount as on the Balance Sheet date.

CORPORATE GOVERNANCE

VAMAfirmly understands and believes the importance of Corporate Governance. Your company always aims for its growth by adhering to the National and International Corporate Governance Standards.

The Compliance Report on Corporate Governance and a Certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement with stock exchanges, is attached as Annexure B and forms part of this Annual Report.

LISTING & TRADING

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai. The Company has paid the listing fees for the financial year 2012-13. You may further note that the listing/ trading was never suspended at any time during the financial year 2011-12.

PARTICULARS OF EMPOLYEES

None of the employees falls within the preview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011

DIRECTORS

Pursuant to the provisions of Section 256 of the Companies Act, 1956 Mr. V Rama Krishna Rao and Mr. K Vara Prasad Raju retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.

DEMATRIALISATION OF SHARES

99.55% of the total paid up equity shares of the Company are in dematrialized form as on 31st March, 2012.

RESPONSIBILITY STATEMENT

As required under Section 217(2AA)of the Companies Act, 1956, the Directors confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same ;

b. They have selected such accounting polices and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the Financial year and of the profits of the company for the period;

c. They have taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars as prescribed pursuant to provisions of Section 217(1)(e) of the Act read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as Annexure -C to this Report.

ACKNOWLEDGEMENTS AND APPRECIATIONS

Your Directors take this opportunity to thank the shareholders, Customers, Suppliers, Bankers, Business Partners/ Associates, Financial Institutions and Central and State Government offices, last but not the least our employees for their consistent support and encouragement to the company.

For and on behalf of the Board

Sd/-

V. A. Rama Raju

Chairman and Managing Director

September 7, 2012

Hyderabad, A. P.

Mar 31, 2010

The Directors have pleasure in presenting the 25th Directors Report on the business and operations of your Company for the financial year ended March 31, 2010.

FINANCIAL HIGHLGHTS (Rs. in lakhs)

Particulars Financial Year

2009-2010 2008-2009

Turnover 903.17 806.86

Other Income 3.29 18.19

Increase/Decrease in Inventories 66,04 1.35

Total Income 972.51 826.39

Profit before Interest, Depreciation and Tax 147.79 126.61

Less:(i) Interest 3.18 2.08

(ii) Depreciation 105.46 80.24

Profit before Tax 39.15 44.29

Less: Provision for Tax

-Current 9.18 15.41

-Deferred (3.48) (0.26)

- Fringe Benefit Tax - 1.99

Profit After Tax 33.45 27.14

Less: Appropriations

a) Proposed Dividend 14.08 14.08

b) Tax on Proposed Dividend 2.39 2.39

Earning Per Share (EPS) 0.48 0 39

Balance Carried to Balance Sheet 16.98 10.67

BUSINESS PERFORMANCE

During the financial year 2009-10, the income by way of operations showed a reasonable increase and stood at Rs. 903.17 lakhs when compared to Rs. 806.86 lakhs for the financial year 2008-09. The above revenue includes income from Software Development & ITES of Rs. 56186 lakhs (previous year Rs 430.88 lakhs) and from Product/Hardware sales & services of Rs. 341.31 lakhs (previous year Rs. 375.98 lakhs). Further, your Company convincingly fetched Profit before tax of Rs. 39.15 lakhs for the financial year 2009-10 as against Rs.44.29 lakhs for the previous financial year 2008-09. The Net profit (after tax) for the financial year 2009-10 stood at Rs. 33.45 lakhs as against Rs. 27.14 lakhs for the previous financial year.

DIVIDEND

Your directors have recommended a final dividend of Re 0.20 per share (2%) on 70,38,000 fully paid Equity Shares of Rs. 10/-each for the year ended March 31, 2010 (Previous year-Re. 0.20 per Equity Share of Rs. 10/-each).

SUBSIDIARY

Varna Asia Pte. Ltd, is the wholly owned subsidiary of Vama Industries Limited, having its office in Singapore. For the financial year 2009-10, the company has recorded a net loss of S $ 3,585 (previous year net loss S $ 3,418).

Statement pursuant to Section 212 of the Companies Act, 1956, along with balance sheet and profit and loss account of our subsidiary are attached to the annual report.

DIRECTORS

Pursuant to the provisions of Section 256 of the Act, Mr. V. Rama Krishna Rao and Mr. K. Vara Prasad Raju retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.

None of the Directors of the Company is disqualified under the provisions of the Companies Act, 1956 or under the Listing Agreement with the Stock Exchange.

Pursuant to the provisions of Clause 49 of the Listing Agreement, brief particulars of the retiring directors who are proposed to be re-appointed are provided elsewhere in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a. the applicable accounting standards have been followed in the preparation of the annual accounts for the financial year 2009-10;

b. the accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end pf 31st March 2010 and of the Profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing. and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

AUDITORS

The statutory auditor Mr. Grandhi Vittal, Chartered Accountant retires at this Annual General Meeting and being eligible offer himself for reappointment. Your directors recommend his reappointment for the financial year 2010-11.

The Company has received a Certificate from the Auditor confirming that his re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

QUALITY

ISO 9001:2008 Implementation

The company continues to maintain successfully the Quality Management Systems to the requirements of ISO 9001:2008 Standards.

FIXED DEPOSITS

Your Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

LISTING & TRADING

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai. The Company has paid the listing fee for the financial year 2010-11. You may further note that the listing / trading was not suspended at any time during the Financial Year 2009-10.

PARTICULARS OF EMPLOYEES

Particulars of employee as required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 for the year ended 31st March 2010:

Name & Age Designation Qualification Date of Experience Gross Previous

Joning Remmunaration employment

(in Rs.)

Ch. Venkata Panduranga Rao Vice M.E, May 26 years 30,00,000 p.a. Mahindra

48 years President (Mechanical) 10,2004 Engineering

Services Ltd.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed pursuant to provisions of Section 217(1)(e) of the Act read with Companies {Disclosure of particulars in the report of Board of Directors) Rules, 1988, is enclosed as Annexure-Ato this Report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is enclosed as Annexure - B to this Report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with Auditors certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement, is annexed herewith as Annexure - C.

Your company will continue to implement and adhere to the policies of good corporate governance.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the Companys shareholders, customers, vendors, bankers and all other stakeholders for their continued support to its growth initiatives. Your Directors also wish to place on record, their appreciation of the contribution made by employees at all levels, who, through their competence, sincerity, hard work and dedicated support, have enabled your Company to make rapid progress in its business initiatives.

Your Directors also thank the Central and State Governments and their various agencies, particularly, the Software Technology Parks of India, Departments of Customs and Central Excise, MCA, SEBI, Stock Exchanges, and - other governmental agencies for extending their support during the year and look forward to their continued support.

For and on behalf of the Board

Sd/-

Place: Hyderabad V A Rama Raju

Date: 25.08.2010 Chairman & Managing Director

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