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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

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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 Vedavaag Systems Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 26^th Directors'' Report of your company together with the audited Standalone and Consolidated Financial Statements for the year ended, March 31, 2024.

1. Financial Summary

Standalone:		(Rs. In lacs)
Particulars	2023-24	2022-23
Revenue from Operations	6154.88	6542.91
Other Income	8.34	14.35
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	997.17	1114.29
Less: Depreciation	166.26	185.95
Profit before Finance Costs, Exceptional items and Tax Expense	830.91	928.34
Less: Finance Cost	19.78	3.40
Profit before Exceptional items and Tax Expense	811.13	924.94
Add/(less): Exceptional items	0	0
Profit before Tax Expense	811.13	924.94
Less: Tax Expense (Current & Deferred)	207.29	236.08
Profit for the year	603.84	688.86
Consolidated:
Particulars	2023-24	2022-23
Revenue from Operations	8670.42	8500.60
Other Income	8.73	15.45
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	1677.97	1647.78
Less: Depreciation	668.49	630.03
Profit before Finance Costs, Exceptional items and Tax Expense	1009.48	1017.75
Less: Finance Cost	19.78	3.40
Profit before Exceptional items and Tax Expense	989.70	1014.35
Add/(less): Exceptional items	0	0
Profit before Tax Expense	989.70	1014.35
Less: Tax Expense (Current & Deferred)	200.71	256.51
Profit for the year	788.99	757.84

2. Transfer to Reserves:

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

3. Dividend:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 0.75/- per equity share of the face value of Rs. 10 each (@ 7.5%), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record date.

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

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, the declared dividends which remained unpaid or unclaimed for a period of seven years, and to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the said Act are disclosed in the notes to the ensuing Annual General Meeting notice of the Company.

5. State of the Company''s Affairs:

As you are aware, your Company provides customised Financial Inclusion, Insurance service and other services at micro level. It delivers innovative solutions and in turn adds value to the business throughout all the segments. The company delivers high quality products and services which help leverage market opportunities and gain competitive advantage. There was no change in nature of business of the Company during the year.

On Standalone basis the revenue from operations for FY 2023-24 was Rs. 6154.88/- lakhs as compared to previous year revenue of Rs. 6542.91/- lakhs i.e., 2022-23 and net profit was Rs. 603.84/- lakhs as compared to Rs. 688.86/- lakhs for the FY 2022-23.

The consolidated revenue from operations was Rs. 8670.42/- lakhs as compared to previous year revenue of Rs. 8500.60/- lakhs i.e., for FY 2022-23 and net profit was Rs. 788.99/- lakhs as compared to Rs. 757.84/- lakhs for the FY 2022-23.

During the year under review there were no significant or material orders passed by regulators, courts or tribunals impacting the Company''s operations in future.

6. Public Deposits:

Your company has not accepted any deposits falling within the meaning of section 73 of the Companies Act 2013, read with Companies (Acceptance of Deposits) rules 2014 during the Financial Year.

7. Share Capital: a) Equity:

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

The Authorized share capital of the Company as on March 31, 2024 is Rs. 30,00,00,000/- divided into 3,00,00,000 Equity Shares of Rs. 10/- each fully paid up. The paid-up share capital of the Company as on March 31, 2024 is Rs. 22,92,50,000/- divided into 2,29,25,000 Equity Shares of Rs. 10/- each fully paid-up.

8. Listing of Equity Shares

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

The Company has paid Annual Listing Fees to the Stock Exchange for the FY 2024-25.

9. Subsidiary, Associate and Joint Venture Companies:

Your company has 4 wholly owned subsidiary Companies as on March 31, 2024 viz., VSL Datasystems Private Limited, Vedavaag Edutech Private Limited, Vedavag Common Service Centres Private Limited and Vedavaag Financial Services Private Limited.

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

Pursuant to Provisions of Section 129 of the Companies Act 2013, read with rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of financial statements of the Company''s Subsidiaries in the form AOC -1 is annexed (Annexure-1) to this report.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company''s website http://vedavaae.com.

10. Details of the Companies which have become or ceased to be Subsidiaries, joint ventures or associates during the year

The Company had initiated closure proceeding for one its subsidiaries i.e., Vedavaag Kiya Ecommerce Private Limited due to non-receipt of subscription amount from one of its subscribers.

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

11. Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies act, 2013. The Consolidated Financial Statements for the Financial Year ended March 31, 2024 forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries on its website http://vedavaae.com.

12. Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Director''s Responsibility Statement, the Board of Directors of the Company hereby confirm that:

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

> the Directors have selected such accounting policies and applied them consistently and made judgments and 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 ended March 31, 2024 and the Profit of the Company for the year under review.

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

> the Directors had prepared the annual accounts on a ''going concern'' basis.

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

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

13. Management Discussion and Analysis

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

14. Key Managerial Personnel:

KMP''s of the Company as per Section 203 of Companies Act, 2013

1) Mr. Jonnavittula Murali Krishna Managing Director

2) Mr. Tirumalabukkapatnam Krishna Mohan Chief Financial Officer

3) Mr. Saiteja Ivaturi

Company Secretary Compliance Officer

15. Director

During the under review the composition of the Board is as stated below:

Mr. Jonnavittula Murali Krishna Managing Director - DIN: 00016054

Mr. Pannala Srinivas

Independent Director - DIN: 00018295

Mr. Narsupalli Pradeep Kumar Independent Director - DIN: 03498381

Mr. Duggi Ramesh Sinha Independent Director - DIN: 08841202

Mrs. Jonnavittula Sujata - Non-Executive NonIndependent Woman Director - DIN: 07014640

Mr. Jonnavittula Ananth - Non-Executive NonIndependent Director - DIN: 09300935

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

16. Number of Board Meetings:

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

17. Statement on declaration given by Independent Directors under Section 149

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

18. Meeting of Independent Directors

A separate meeting of the Independent Directors was held on February 14, 2024, to discuss and evaluate the performance of Non-Independent Directors of the Board as a whole.

The Independent Directors expressed satisfaction with the performance of the Directors and the Board as a whole.

19. Board Evaluation and Assessment:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had carried out an annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on the response received from Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. The criteria for evaluation are broadly based on the Guidance Note on Board Evaluation issued by Securities Exchange Board of India.

The Board and Nomination and remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.,

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by entire board excluding the independent director being evaluated.

20. Familiarization Programmes

The Members of the Board of the Company have been provided with all the documents to enable

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

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

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

21. Code of Conduct:

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

The detailed policy on the Code of Conduct is available on the website at www.vedavaag.com

22. Policy on Directors appointment and remuneration:

The Policy of the Company on Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, Independence of Directors and other matters are adopted as per the provisions of the Companies act 2013.

23. Internal Controls:

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

> Financial propriety of business transactions.

> Safeguarding the assets of the Company.

> Compliance with prevalent statues,

regulations, management authorization,

policies and procedures.

The Audit Committee of the Board periodically reviews audit plans, observations and

recommendations of the internal and external auditors, with reference to the significant risk areas and adequacy of internal controls and keeps the Board of Directors informed of its observations, if any, from time to time.

24. Composition of Committee: Audit Committee
S.No	Name of Member	Position
1	Mr. Srinivas Pannala	Chairman
2	Mrs. Sujatha Jonnavittula	Member
3	Mr. Ramesh Sinha Duggi	Member
Nomination and Remuneration Committee:
S.No	Name of Member	Position
1	Mr. Srinivas Pannala	Chairman
2	Mrs. Sujatha Jonnavittula	Member
3	Mr. Pradeep Kumar Narsupalli	Member
Stakeholders Relationship Committee
S.No	Name of Member	Position
1	Mr. Pradeep Kumar Narsupalli	Chairman
2	Mr. Srinivas Pannala	Member
3	Mrs. Sujatha Jonnavittula	Member
Corporate Social Responsibility (CSR) Committee
S.No	Name of Member	Position
1	Mr. Jonnavittula Murali Krishna	Chairman
2	Mrs. Sujatha Jonnavittula	Member
3	Mr. Ramesh Sinha Duggi	Member

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

25. Auditors:

M/S PARY & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company at the 25th Annual General Meeting of the Company held on September 29, 2023 for a term of Five (5) years.

Explanation to Auditors Observation:

Observation:

1. There were no undisputed amounts payable in respect of GST, Provident Fund, Employee State Insurance and Income tax dues in arrears as at 31.03.2024 for a period of more than six months from the date they became payable except Income tax of Rs. 123.86 lakhs on account of TDS mismatch and TDS of Rs. 15.02 lakhs pertaining to earlier years, TDS of Rs. 61.16 lakhs and GST of Rs. 214.52 lakhs for the current year aggregating to Rs. 414.57 lakhs are also payable as on date of Audit Report.

2. The unsecured loan of Rs. 0.51 crores with Axis Bank Limited is overdue.

Managements Reply:

1. The GST liability for the year is totally paid as of date of directors'' report and TDS for the year is being paid.

As regards income tax of earlier years, the company is in the process of reconciliation of TDS receivables from customers year-wise. Based on the outcome, appropriate action will be taken.

2. The company availed the said loan for execution of Abhayam Project, which was delayed due to Covid Pandemic. During the year, the company has repaid Rs. 3.10 crores of the principal amount in total and Rs. 0.20 crores of the interest amount outstanding as per the company records, thereby reduced the liability from Rs. 3.81 crores to Rs. 0.51 crores. Further, the company has paid amount Rs. 0.10 crores in June 2024 and reduced the liability to Rs. 0.41 crores. Company has requested the bank to finalize balance amount payable to close the account which is pending till date.

3. Secretarial Auditors report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24 A of SEBI (LODR) regulations, 2015 M/s VCSR & Associates, Practicing Company Secretaries has been appointed as Secretarial Auditors of the Company for the FY 2023-24. The Secretarial audit report in the prescribed form MR-3 is annexed to this report as Annexure-4

Auditors'' qualifications:

1) The promoters of the company have to comply the Regulation 3(1) and Regulation 3(2) of SEBI (SAST) Regulations, 2011

Management Comments on the above qualification:

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

27. Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules prescribed thereunder and the SEBI (LODR) Regulations, 2015 is implemented through the Company''s Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avails the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy. The policy is available on the website of the Company www.vedvaag.com.

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

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company

29. Corporate Social Responsibility (CSR):

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

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

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

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

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

3. Foreign Exchange:

Foreign Exchange earnings for the year ended March 31, 2024: Rs. 50,00,730/-

Foreign Exchange Outgo for the year ended March 31, 2024: Rs. 7,28,735/-

31. Particulars of Loans, Guarantees and Investments under Section 186:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of notes to the financial statements provided in this Annual Report.

32. Particulars of Contracts or Arrangements with Related Parties:

During the year on review, the Board confirms that:

a) The Company didn''t enter into any contracts or arrangements or transactions that are not at arms lengths with the related parties during the financial year 2023-24.

b) Details of material contracts or arrangement or transactions at arm''s length basis: Annexure - 7

Therefore, as prescribed under Section 134(3) of the Companies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 the disclosures under Form AOC-2 for the Company for the year ended March 31, 2024 is appended to this report as Annexure-7.

33. Extract of Annual Return:

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

34. Particulars of Employees:

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

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

Your company has always provided a safe,

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

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

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

36. Details of material subsidiary and date of appointment of Statutory Auditor of such subsidiary

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

During the year, part of Outstanding advances of Rs.

11.00. 00.000/- in VSL Datasystems Private Limited has been converted as Equity. Upon Conversion the Investment of Vedavaag Systems Limited in VSL Datasystems Private Limited has been Rs.

14.00. 00.000/- (i.e., 14,00,000 Equity Shares of Rs. 100/- each) and Rs. 4,00,00,000/- (i.e., 40,00,000 Preference shares of Rs. 10/- each).

37. Corporate Governance

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

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

38. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

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

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

39. Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company which occurred between the Financial Year ended March 31, 2024 to which the Financial Statements relates and the date of signing of this report.

40. Compliance with Secretarial Standards

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

41. MD and CFO certification:

As required under the listing regulations, the Managing Director and the Chief Financial Officer Certification is attached to this Report.

42. Acknowledgements:

The Directors thank the Company''s Bankers, Employees, Customers, Vendors, CSPs and Investors for their continuous support.

Your directors wish to place on record their deep sense of appreciation for the committed services of the associates of the company at all levels.

Mar 31, 2023

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

1. Financial Summary

Standalone: (Rs. In lacs)

Particulars	2022-23	2021-22
Revenue from Operations	6542.91	6877.52
Other Income	14.35	10.34
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	1114.29	1177.97
Less: Depreciation	185.95	208.55
Profit before Finance Costs, Exceptional items and Tax Expense	928.34	969.42
Less: Finance Cost	3.40	10.97
Profit before Exceptional items and Tax Expense	924.94	958.45
Add/(less): Exceptional items	0	0
Profit before Tax Expense	924.94	958.45
Less: Tax Expense (Current & Deferred)	236.08	243.02
Profit for the year 688.86		715.43
Consolidated:
Particulars	2022-23	2021-22
Revenue from Operations	8440.31	9545.97
Other Income	16.57	10.34
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	1625.58	1717.40
Less: Depreciation	629.86	592.90
Profit before Finance Costs, Exceptional items and Tax Expense	995.72	1124.5
Less: Finance Cost	3.40	10.97
Profit before Exceptional items and Tax Expense	992.32	1113.53
Add/(less): Exceptional items	0	0
Profit before Tax Expense	992.32	1113.53
Less: Tax Expense (Current & Deferred)	199.02	283.10
Profit for the year	793.30	830.43

2. Transfer to Reserves:

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

3. Dividend:

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

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

Pursuant to provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of Companies Act, 2013 and rules made thereunder as on the date of report no unclaimed/ unpaid amounts or shares were transferred to the Investor Education and Protection Fund (IEPF).

5. State of the Company''s Affairs:

On Standalone basis the revenue from operations for FY 2022-23 was Rs. 6542.91/- lakhs as compared to previous year revenue of Rs. 6877.52/- lakhs i.e., 2021-22 and net profit was Rs. 688.86/- lakhs as compared to Rs. 715.44/- lakhs for the FY 2021-22.

The consolidated revenue from operations was Rs. 8440.31/- lakhs as compared to previous year revenue of Rs. 9545.97/- lakhs i.e., for FY 2021-22 and net profit was Rs. 793.30/- lakhs as compared to Rs. 830.43/- lakhs for the FY 2021-22

During the year under review there were no significant or material orders passed by regulators, courts or tribunals impacting the Company''s operations in future.

6. Public Deposits:

Your company has not accepted any deposits falling within the meaning of section 73 of the Companies Act 2013, read with Companies (Acceptance of Deposits) rules 2014 during the Financial Year.

7. Share Capital:

Equity:

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

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

8. Listing of Equity Shares

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

The Company has paid Annual Listing Fees to the Stock Exchange for the FY 2023-24.

9. Subsidiary, Associate and Joint Venture Companies:

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

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

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company''s website http://vedavaae.com

10. Details of the Companies which have become or ceased to be Subsidiaries, joint ventures or associates during the year

During the Financial year 2022-23 the Company had initiated closure proceeding for one of its subsidiaries i.e., Vedavaag Kiya Ecommerce Private Limited due to non-receipt of subscription amount from one of its subscribers.

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

11. Consolidated Financial Statements

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries on its website http://vedavaae.com.

12. Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Director''s Responsibility Statement, the Board of Directors of the Company hereby confirm that:

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

> the Directors have selected such accounting policies and applied them consistently and made judgments and 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 ended March 31, 2023 and the Profit of the Company for the year under review.

> the Directors had prepared the annual accounts on a ''going concern'' basis.

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

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

13. Management Discussion and Analysis

14. Key Managerial Personnel:

KMP''s of the Company as per Section 203 of Companies Act, 2013

1) Mr. Murali Jonnavittula Krishna -Managing Director

2) Mr. Tirumalabukkapatnam Krishna Mohan -Chief Financial Officer

3) Mr. Saiteja Ivaturi -

Company Secretary & Compliance Officer

15. Directors

During the under review the composition of the Board is as stated below:

*Mr. Trivikrama Murthy Gundu -

Chairman & Independent Director - DIN: 02718132

Mr. Murali Krishna Jonnavittula - Managing Director - DIN: 00016054

Mr. Srinivas Pannala -

Independent Director - DIN: 00018295

Mr. Pradeep Kumar Narsupalli -Independent Director - DIN: 03498381

Mr. Ramesh Sinha Duggi -Independent Director - DIN: 08841202

Mrs. Sujata Jonnavittula -

Non-Executive Non-Independent Woman Director -DIN: 07014640

Mr. Ananth Jonnavittula -Non-Executive Non-Independent Director -DIN:09300935

*Mr. Gundu Trivikrama Murthy - Chairman and Independent Director of the Company has resigned from the Board of the Company w.e.f., August 29, 2022. Further the Company do not have a regular Chairman thereafter.

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

16. Number of Board Meetings:

17. Statement on declaration given by Independent Directors under Section 149

18. Meeting of Independent Directors

A separate meeting of the Independent Directors was held on February 10, 2023, to discuss and evaluate the performance of Non-Independent Directors of the Board as a whole.

The Independent Directors expressed satisfaction with the performance of the Directors and the Board as a whole.

19. Board Evaluation and Assessment:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had carried out an annual evaluation of its own performance and that of its committees as well as performance of the Director individually. Feedback was sought by way of structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on the response received from Directors.

The criteria for evaluation are broadly based on the Guidance Note on Board Evaluation issued by Securities Exchange Board of India.

20. Familiarization Programmes

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

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

21. Code of Conduct:

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

The detailed policy on the Code of Conduct is available on the website at www.vedavaae.com

22. Policy on Directors appointment and remuneration:

23. Internal Controls:

> Financial propriety of business transactions.

> Safeguarding the assets of the Company.

> Compliance with prevalent statues,

regulations, management authorization,

policies and procedures.

The Audit Committee of the Board periodically reviews audit plans, observations and

24. Composition of Committee: Audit Committee

S.No	Name of Member	Position
1	Mr. Srinivas Pannala	Chairman
2	*Mr. Trivikrama Gundu Murthy	Member
3	Mrs. Sujatha Jonnavittula	Member
4	*Mr. Ramesh Sinha Duggi	Member

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

Nomination and Remuneration Committee:

S.No	Name of Member	Position
1	Mr. Srinivas Pannala	Chairman
2	*Mr. Trivikrama Gundu Murthy	Member
3	Mrs. Sujatha Jonnavittula	Member
4	*Mr. Pradeep Kumar Narsupalli	Member

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

Stakeholders Relationship Committee

S.No	Name of Member	Position
iH	*Mr. Trivikrama Gundu Murthy	Chairman
2	*Mr. Pradeep Kumar Narsupalli	Chairman
3	Mr. Srinivas Pannala	Member
4	Mrs. Sujatha Jonnavittula	Member

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

Corporate Social Responsibility (CSR) Committee

S.No	Name of Member	Position
1	Mr. Murali Jonnavittula Krishna	Chairman
2	*Mr. Trivikrama Gundu Murthy	Member
3	Mrs. Sujatha Jonnavittula	Member
4.	*Mr. Ramesh Sinha Duggi	Member

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

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

â5. Auditors:

The Board recommends re-appointment of M/S PARY & Co., Chartered Accountants, Hyderabad as statutory auditors of the Company for a further period of Five year i.e., from conclusion of this Annual General Meeting till the conclusion of 30^thAnnual General Meeting of the Company.

Explanation to Auditors Observation:

Observation:

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

Managements Reply:

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

As on the date of this report the liability of the Company further reduced to Rs. 2.81 crores, as Company has repaid a sum of Rs. 100 lacs in the month of July, 2023.

â6. Secretarial Auditors report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24 A of SEBI (LODR) regulations, 2015 M/s VCSR & Associates, Practicing Company Secretaries has been appointed as Secretarial Auditors of the Company for the FY 2022-23. The Secretarial audit report in the prescribed form MR-3 is annexed to this report as Annexure-4

Auditors'' qualifications:

1) The promoters of the company have to comply

the Regulation 3(1) and Regulation 3(2) of SEBI (SAST) Regulations, 2011

Management Comments on the above qualification:

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

27. Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules prescribed thereunder and the SEBI (LODR) Regulations, 2015 is implemented through the Company''s Whistle Blower Policy.

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

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company

29. Corporate Social Responsibility (CSR):

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

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

3. Foreign Exchange:

Foreign Exchange earnings for the year ended March 31, 2023: Rs. 46,04,624/-

Foreign Exchange Outgo for the year ended March 31, 2023: Rs. 45,28,580/-

31. Particulars of Loans, Guarantees and Investments under Section 186:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

32. Particulars of Contracts or Arrangements with Related Parties:

During the year on review, the Board confirms that:

a) The Company didn''t enter into any contracts or arrangements or transactions that are not at arms lengths with the related parties during the financial year 2022-23.

b) The Company didn''t enter into any material contracts or arrangements or transactions that are at arms lengths with the related parties during the financial year 2022-23.

Therefore, as prescribed under Section 134(3) of the Companies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 the disclosures under Form AOC-2 are not applicable for the Company for the year ended March 31, 2023.

33. Extract of Annual Return:

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

34. Particulars of Employees:

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

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

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

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

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

36. Details of material subsidiary and date of appointment of Statutory Auditor of such subsidiary

37. Corporate Governance

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

38. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

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

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

39. Material changes and commitments

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

40. Compliance with Secretarial Standards

41. MD and CFO certification:

As required under the listing regulations, the Managing Director and the Chief Financial Officer Certification is attached to this Report.

42. Acknowledgements:

The Directors thank the Company''s Bankers, Employees, Customers, Vendors, CSPs and Investors for their continuous support.

Your directors wish to place on record their deep sense of appreciation for the committed services of the associates of the company at all levels.

For and on Behalf of the Board of Directors

Sd/- Sd/-

J. Murali Krishna J. Sujatha

Managing Director Director

DIN: 00016054 DIN: 07014640

Place: Hyderabad Date : 28-08-2023

Mar 31, 2018

Dear Shareholders,

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

FINANCIAL HIGHLIGHTS Rs. in Lacs

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

OVERVIEW OF THE COMPANYâS FINANCIAL PERFORMANCE

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

DIVIDEND

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

SHARE CAPITAL :

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

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, CRITERIA SPECIFY

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

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

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

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

RELATED PARTY TRANSACTIONS :

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

CHANGE IN THE NATURE OF BUSINESS

No changes in the nature of business..

MANAGEMENT DISCUSION AND ANALYSIS:

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

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: 4)

MEETINGS OF THE BOARD OF DIRECTORS

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

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

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

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

Report on Corporate Governence is annexed as Annexure - 7.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the

Company confirms that-

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The Directors had prepared the annual accounts on a going concern basis, and

(e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6)

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

STATUTORY AUDITOR AND AUDITORSâ REPORT

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

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

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

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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

COST AUDITOR

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

The Annual report on CSR activates is annexed as Annexure - 6. NOMINATION AND REMUNERATION COMMITTEE

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

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

TERMS OF REFERENCE

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

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

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

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

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

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

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

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

4. Regularly review the Human Resource function of the Company

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

6. Make reports to the Board as appropriate.

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

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

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of the following members

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

COMPOSITION OF STAKEHOLDER RELATIONSIP COMMITTEE

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

REMUNERATION POLICY Remuneration to Executive Directors:

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

Remuneration to Non Executive Directors:

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

COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

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

FIXED DEPOSITS

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

LOANS, GUARANTEES AND INVESTMENTS

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

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

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

2. Technology Absorption : Since Business and technologies are changing constantly,investment in research nad development activites is of parmount importance .Your company continues its focus on quality upgradtion of product and service development.

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

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

BOARD EVALUATION

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

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

GENERAL

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

Date : 01-09-2018 For & on behalf of the Board of Directors

Place : Hyderabad J. Murali Krishna

(Managing Director)

DIN : 0000016054

Mar 31, 2016

DIRECTORâS REPORT

Dear Members,

The Directors are pleased to present the 18^th Annual Report for the year ended 31^st March 2016.

FINANCIAL RESULTS:

(Rs In lakhs)

Particulars	2015-16	2014-15
Total Income	8358.38	6707.13
Profit before Depreciation and Tax	1360.89	1251.34
Depreciation	729.71	847.08
Extraordinary Items	-	-
Profit before Tax	631.18	404.26
Provision for Tax	93.39	114.29
Profit after Tax	537.79	289.97
Balance brought forward from previous year	1178.76	1154.91
Amount available for the appropriations	1716.55	1178.76
Surplus carried forward	1716.55	1178.76

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSION

Your Directors are pleased to share with you that your company has completed Eighteen years and achieved a turnover of Rs.83.58 Crs during the year.

MANAGEMENT DISCUSSION & ANALYSIS:

Financial Inclusion:

Vedavaag has become the national Business Correspondent for State Bank of India apart from being BC for State Bank of Patiala. This new addition is expected to facilitate multiword growth in coverage area and volume of financial transaction services rendered by us.

We are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats in the rural India. We are keen to enhance our service portfolio into other areas such as BFSI, health care, and retailing to leverage our rural reach.

E-Governance:

Vedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadhar enrolment services for over 1.5Cr population. The company has been operating more than 500 permanent enrolment censers to facilitate service in the neighbourhood of the rural citizen. The company is now participating in the Aadhar seeding program of the government to facilitate direct benefit to the citizen as per the government policy.

Acquisition of Synaptic Software, a rural primary agricultural cooperatives IT solution provider, Vedavaag is expanding its operations portfolio by acquiring a Primary Agricultural Cooperative Software and Implementation services company âSynaptic systems private limitedâ. Synaptic has a proven ERP for PACS and has completed two audit cycles of implementation for over 100 PACs in AP. The company similarly received mandate from five PACs in Telangana to do the pilot.

Across India over 1 lakh PACs are functional and with average IT infra cost per PAC at Rs 5 lacs approximately, this is considered to be a Rs 5000 Cr niche market place to operate.

SHARE CAPITAL:

The paid up Share capital of the company now stands at Rs.14,13,00,000 represented by 1,41,30,000 equity shares of Rs. 10/- each after exercise of option for conversion of FIVE lakhs equity warrants by the promoter issued to him earlier on preferential basis.

EXTRACT OF ANNUAL RETURN:

Pursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companies act 2013 read with rule 12 of the companies (Management and administration) rules 2014 ,the extract of annual return as at 31^st March 2016 forms part of this report as annexure.

RESERVES AND SURPLUS:

During the year under review the reserves and surplus stood at Rs. 2,453.22 Lakhs as compared to Rs.1,915.43 Lakhs in the previous year.

DIVIDEND ON EQUITY:

Your Directors do not recommend any appropriation towards dividend on equity share capital for the year ended 31^st March 2016.

FIXED DEPOSITS:

The Company has not invited/accepted any fixed deposits.

DIRECTORS RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanation obtained by them , your Directors make the following in terms of section 134(5) of companies act 2013.

i) That in accordance with the preparation of the accounts for the financial year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the directors have selected such accounting policies and applies 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 as at the end of the financial year and of the profit of the company for the year under review.

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;and

iv) That the directors have prepared the annual accounts on a âGoing Concernâ basis.

v) The company maintains adequate internal controls in order to operate effectively.

v) PARTICULRS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review the company did not give any loans nor provided guarantees nor made investments covered under the provisions of section 186 of the companies Act 2013.

RISK MANAGEMENT POLICY

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Board on quarterly basis at the time of review of performance of the Company.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

A formal evaluation mechanism has been adopted for evaluating the performance of the Board as well as performance of Committees and individual Directors. Performance of all Directors and the Company has been carried out by way of structured evaluation process. Criteria for evaluation includes attendance and contribution at the meetings, preparedness for the meetings, effective decision making ability etc.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companyâs business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked as Annexure ll.

Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

CORPORATE SOCIAL RESPONSIBILTY POLICY

During the financial year, the CSR Provisions of the Company Act, 2013 have become applicable and the board has formed CSR Committee for defining the policy and future course of action.

RELATED PARTY TRANSACTIONS:

Related Party Transactions:

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large and thus disclosure in Form AOC-2 is not required.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments

STATUTORY AUDITORS:

The Auditors M/S Mahesh, Virender and Sriram, Chartered Accountants, Hyderabad, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received letter from the auditors to the effect that their appointment holds good as auditors if they are reappointed as statutory auditors.

REPLIES TO AUDITORâS REPORT:

Since the company is engaged in the infrastructure establishment and maintenance projects and without adequate bank support and with considerable delay in receivables from state governments, there was certain delay in depositing statutory dues .However ,the efforts are in place to overcome such instances

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the companies Act 2013 and rules there under, the board of directors of the company appointed Mr. N. Lakshmi Narayana, ACS No. A34340 practicing Company secretary to conduct secretarial audit of records and documents of the company.

The Sectretarial audit report confirms that the company has generally complied with all applicable provisons of the Acts, Rules, Regulations, Guidelines etc., applicable to the Company subject to the following observations :

1) Section 137 of the Companies Act, 2013 has not been complied with.

Reply : The company has taken steps to file the Annual Returns of both the wholly owned subsidiaries.

The Report of Secretarial Audit in form MR-3 for the Financial Year ended 31^st March 2016 is annexed to the report.

CASH FLOW STATEMENT:

Cash flow statement for the year ended 31^stMarch, 2016 is attached with the annual audited accounts of the company.

LISTING INFORMATION:

The Securities of the company are listed with and traded in dematerialized form at Bombay Stock Exchange Ltd from March 2009,on wards. The BSE Scrip code number 533056 and ISIN NO of the company INE359B01010. The company has paid Annual Listing Fees for the year 2015-2016 to the Bombay Stock Exchange.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the company, during the year under review.

In accordance with section 149(7) of the companiesâ act 2013 each Independent Director confirmed the company that he or she meets the criteria of Independence laid down in section 149(6) of Companies Act 2013 and Clause 49 of the Listing agreement.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY: The assessment and appointment of members to the Board is based on the combination of criterion that includes ethics personal and professional stature domain

In accordance with section 178(3) of the companies Act 2013 Clause 49 (IV)(B) of Listing Agreement and on recommendation of the Nomination and Remuneration Committee the Board adopted a remuneration policy for the Directors key management Personnel (KMPâs) and senior management. The Policy is attached as an annexure to Boardâs report.

NUMBER OF BOARD MEETINGS:

The Board of Directors met ten (10) times during the year under review .. Details of Board meeting are laid out in Corporate Governance Report which forms part of Annual Report.

AUDIT COMMITEE:

The Audit Committee of the Board of Directors consists of all Independent Directors .The Board has accepted all the recommendation made by audit committee during the year. The audit committee met 4 times during the year .

CORPORATE GOVERNANCE:

Corporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per section 134(3)(m) of the companies Act 2013 is provided here under.

1. Conservation of Energy:

The operations of the company involve low energy consumption; adequate measures however have been taken to conserve energy.

i) Technology Absorption:

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up gradation of product and services development.

Foreign Exchange Income and Out go:

Foreign Exchange	2015-2016	2014-2015
Income	-	-
Out Go	-	-

PERSONNEL:

As regards ,information pursuant to section 197(12) of the companies act 2013 ,read with rules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnel rules 2014) ,there are no employees governed by the said provisions.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your directors appreciate sincere and efficient services rendered by employees of the company at all the levels towards successful working of the company.

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACY:

Adequate internal control systems are in vogue commensurate with the size of the operations of the organization. Continuous efforts are being made by constant review to improve the same.

DECLARATION:

The Company is filing all Forms and Returns with the Registrar of Companies as required under Companies Act, 2013. The Company has not committed any of the defaults under section 164 of companies Act 2013 disqualifying the directors to act as directors of other public Limited Companies.

APPRECIATION:

Your Directors take this opportunity to thank all the investors, business partners, clients, bankers regulatory and Government authorities, Stock exchanges and employees for their continues support and confidence in the company.

Place: Hyderabad For & on behalf of the board

Date : 12.08.2016 Sd/ Sd/

J.S.R. Durga Prasad J.Murali Krishna

Chairman Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 16th Annual Report together with the Audited Accounts for the financial year ended 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Total Income 6299.00 5062.66

Profit before Interest, Depreciation and Taxation 1055.32 871.20

Interest 10.92 20.17

Depreciation 666.26 475.18

Extraordinary Items - -

Profit before Taxation 378.14 375.85

Provision for Taxation 130.69 8.94

Profit after Taxation 247.45 366.91

Balance brought forward from previous year 907.46 540.55

Amount available for the appropriations 1154.91 907.46

Surplus carried forward 1154.91 907.46

BUSINESS OUTLOOK AND MANAGEMENT DISCUSSION:

Your directors are pleased to share with you that your Company has completed Sixteen years and achieved a turnover of Rs.63 Cr.

E-Governance Services:

The Company continued to get good e-governance orders for projects such as National population register and biometric data collection for Aadhaar Card generation and has a healthy Order Book position.

With the parliament elections and followed by government change of stand from UID to NPR and back we are impacted in the last quarter of the year under consideration and current year. However, the company is in the process of realigning all its resources and is confident of streamlining the operations in the current year to achieve performance more than last year.

Financial Inclusion:

The Company is associated with State Bank of India, State Bank of Patiala, Punjab National Bank, Central Bank Of India and Bank of Baroda and has transaction volumes of over Rs 400 Cr in the last year with an account holder base of over 5 lacs. The Company is aggressively pursuing this direction to expand its operations to other Hindi Speaking States apart from Bihar.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Share capital:

The paid up share capital now stands at Rs.9,35,00,000/- represented by 93,50,000 equity shares of Rs.10/-each.

Reserves and surplus:

During the year under review the reserves and surplus stood at Rs.1891.59 lakhs as compared to Rs.1644.14 lakhs in the previous year.

Dividend on Equity:

Your Directors do not recommend any appropriation towards dividend on Equity Share Capital for the year ended 31st March, 2014.

Fixed Deposits:

The Company has not invited / accepted any fixed deposits within purview of Section 58 A during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following in terms of Section 217 (2AA) of the Companies Act, 1956.

i. That in accordance with the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That 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 profit of the Company for the year under review.

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

iv. That the Directors have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS:

The Auditors, M/s Mahesh, Virender & Sriram, Chartered Accountants, Hyderabad, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received letter from the Auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

REPLIES TO AUDITORS'' REPORT:

The company is in the process of valuing the employee retirement benefits by actuarial valuation and shall provide for the same on completion of the assessment.

Reconciliation of customer/supplier accounts is a continuous ongoing process and any discrepancies shall be rectified in due course.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year ended 31st March, 2014 is attached with the Annual Audited Accounts of the Company.

LISTING INFORMATION:

The Securities of the Company are listed with and traded in dematerialized form at Bombay Stock Exchange Ltd from March 17th, 2009 onwards. The BSE Scrip Code is 533056 and ISIN No of the Company is INE359B01010. The Company has paid the Annual Listing Fees for the year 2014-15 to the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE:

The Corporate Governance report is set out as Annexure to this Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

A. Conservation of Energy:

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

B. Technology Absorption:

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up gradation of product and services development.

C. Foreign Exchange Income and Out go:

Rs. in Lakhs

Foreign Exchange 2013-14 2012-13

Income - 58.93

Out go - -

PERSONNEL:

As regards, information pursuant to Section 217(2AA) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended), there are no employees governed by the said provisions.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY:

Adequate internal control systems are in vogue commensurate with the size of the operations of the organization. Continuous efforts are being made by constant review to improve the same.

DECLARATION:

The Company is filing all Forms and Returns with the Registrar of Companies as required under the Companies Act, 1956. The Company has not committed any of the defaults specified under Section 274 (1)(g) of the Companies Act, 1956 (as amended by the Companies Act, 2000) disqualifying its Directors to act as Directors of other Public Limited Companies.

APPRECIATION:

Your Directors take this opportunity to thank all the investors, business partners, clients, bankers, regulatory and Governmental authorities, stock exchanges and employees for their continued support and confidence in the Company.

For & on behalf of the Board

Sd/ Sd/ Place: Hyderabad J S R Durga Prasad J Murali Krishna Date : 30.08.2014 Chairman Managing Director

Mar 31, 2013

The Directors have pleasure in presenting their 15th Annual Report together with the Audited Accounts for the financial year ended 31st March 2013.

FINANCIAL RESULTS:

Rs in Lakhs.

Particulars 2012-13 2011-12

Total Income 5062.66 2509.49

Profit before Interest, Depreciation and Taxation 871.20 744.08

Interest 20.17 22.33

Depreciation 475.18 596.57

Extraordinary Items - 19.46

Profit before Taxation 375.85 105.72

Provision for Taxation 8.94 19.64

Profit after Taxation 366.91 86.08

Balance brought forward from previous year 540.55 454.47

Amount available for the appropriations 907.46 540.55

Surplus carried forward 907.46 540.55

BUSINESS OUTLOOK AND MANAGEMENT DISCUSSION:

Your directors are pleased to share with you that your company has completed fifteen years and showed a substantial progress in many of the parameters and crossed the turnover mark of Rs. 50 cr.

E-Governance Services:

The company continued to get good e-governance orders for projects such as national population register and biometric data collection for aadhar card generation and has a healthy order book position.

Financial Inclusion:

The company has entered into business correspondent arrangement with State Bank of Patiala in addition to the State Bank of India. As a state central agency for common service centers (CSC) the company got the mandate from Punjab National Bank and other public sector banks also for Financial Inclusion services. The company is progressing will in this direction.

Debtors Management:

The company has critically reviewed the quality of debtors and decided to write off those which are irrecoverable. The company maintained healthy operations, despite the write off and the huge working capital needs and hopes to improve the liquidity position further in this year.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Share capital:

The paid up share capital now stands at Rs.9,35,00,000 represented by 93,50,000 equity shares of Rs.10/-each.

Reserves and surplus:

During the year under review the reserves and surplus stood at Rs.1647.07 lakhs as compared to Rs.1280.15 lakhs in the previous year.

Dividend on Equity:

Your Directors do not recommend any appropriation towards dividend on Equity Share Capital for the year ended 31st March, 2013.

Fixed Deposits:

The Company has not invited / accepted any fixed deposits within purview of Section 58 A during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following in terms of Section 217 (2AA) of the Companies Act, 1956.

i. That in accordance with the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That 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 as at the end of the financial year and of the profit of the company for the year under review.

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

iv. That the directors have prepared the annual accounts on a ''going concern'' basis.

STATUTORY AUDITORS:

The Auditors, M/s Mahesh, Virender & Sriram, Chartered Accountants, Hyderabad, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received letter from the Auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

REPLIES TO AUDITORS'' REPORT:

Since the Company is engaged in infrastructure establishment and maintenance projects, and without adequate bank support and with considerable delay in receivables from state governments, there were certain delays in depositing statutory dues. However, the efforts are in place to overcome such instances.

CASH FLOW STATEMENT:

Cash Flow Statement for the year ended 31st March, 2013 is attached with the Annual Audited Accounts of the Company.

LISTING INFORMATION:

The Securities of the Company are listed with and traded in dematerialized form at Bombay Stock Exchange Ltd from March 17th, 2009 onwards. The BSE Scrip Code is 533056 and ISIN No of the Company is INE359B01010. The Company has paid the Annual Listing Fees for the year 2013-14 to the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE:

The Corporate Governance report is set out as Annexure to this Report.

A. Conservation of Energy:

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

B. Technology Absorption:

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up gradation of product and services development.

PERSONNEL:

As regards, information pursuant to Section 217(2AA) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended), there are no employees governed by the said provisions.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY:

Adequate internal control systems are in vogue commensurate with the size of the operations of the organization. Continuous efforts are being made by constant review to improve the same.

DECLARATION:

The Company is filing all Forms and Returns with the Registrar of Companies as required under the Companies Act, 1956. The Company has not committed any of the defaults specified under Section 274 (1)(g) of the Companies Act, 1956 (as amended by the Companies Act, 2000) disqualifying its Directors to act as Directors of other Public Limited Companies.

APPRECIATION:

Your Directors take this opportunity to thank all the investors, business partners, clients, bankers, regulatory and Governmental authorities, stock exchanges and employees for their continued support and confidence in the Company.

For & on behalf of the Board

Place: Hyderabad J S R Durga Prasad Murali Krishna

Date : 28.05.2013 Chairman Managing Director

Mar 31, 2012

The Directors have pleasure in presenting their 14th Annual Report together with the Audited Accounts for the financial year ended 31st March 2012.

FINANCIAL RESULTS:

Rs in Lakhs

Particulars 2011-12 2010-11

Total Income 2509.49 1724.78

Profit before Interest, Depreciation and Taxation 744.08 687.53

Interest 22.33 5.20

Depreciation 596.57 656.92

Extraordinary Items 19.46

Profit before Taxation 105.72 25.41

Provision for Taxation 19.64 4.71

Profit after Taxation 86.08 20.70

Balance brought forward from previous year 454.47 433.77

Amount available for the appropriations 540.55 454.47

Surplus carried forward 540.55 454.47

BUSINESS OUTLOOK AND MANAGEMENT DISCUSSION:

Your directors are pleased to share with you that your company has completed fourteen years. E-Governance Services:

The company has received an order worth over Rs 45 Crs from consortium of public sector undertakings for Socio Economic Caste Census (SECC) in the states of Bihar and UP.

The company has bid for such other e-governance projects and expected to have a healthy order book position from this segment.

Financial Inclusion:

The company has increased its customer service points (CSP) working for State Bank of India to more than 200 centers in the state of Bihar. The business is growing at a healthy rate.

Debtors Management:

The receivables from government continue to be accumulating with low recovery for varied reasons of delay in releases from the state governments.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: Share capital:

The paid up share capital now stands at Rs.9,35,00,000 represented by 93,50,000 equity shares of Rs.10/-each.

Reserves and surplus:

During the year under review the reserves and surplus stood at Rs.1280.15 lakhs as compared to Rs. 1194.07 lakhs in the previous year.

Dividend on Equity:

Your Directors do not recommend any appropriation towards dividend on Equity Share Capital for the year ended 31st March, 2012.

Fixed Deposits:

The Company has not invited / accepted any fixed deposits within purview of Section 58 A during the year under review.

DIRECTORS: DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following in terms of Section 217 (2AA) of the Companies Act, 1956.

i. That in accordance with the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That 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 profit of the company for the year under review.

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

iv. That the directors have prepared the annual accounts on a going concern basis. STATUTORY AUDITORS:

The Auditors, M/s Mahesh, Virender&Sriram, Chartered Accountants, Hyderabad retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

REPLIES TO AUDITORSÃ REPORT:

Since the company is engaged in infrastructure establishment and maintenance projects, and without adequate bank support and with considerable delay in receivables from state governments, there were certain delays in depositing statutory dues. However, the efforts are in place to overcome such instances.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year ended 31st March, 2012 is attached with the Annual Audited Accounts of the Company.

LISTING INFORMATION:

The Securities of the Company are listed with and traded in dematerialized form at Bombay Stock Exchange Ltd from March 17th, 2009 onwards. The BSE Scrip Code is 533056 and ISIN No of the Company is INE359B01010. The Company has paid the Annual Listing Fees for the year 2012-13 to the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE:

The Corporate Governance report is set out as Annexure to this Report.

AUDIT COMMITTEE:

Audit Committee consists of the Directors namely Sri V.Umapathi, Sri G T Murthy and Sri J.S.R.Durga Prasad

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

A. Conservation of Energy:

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

B. Technology Absorption:

Since business and technologies are changing constantly investment in research and development activities is of paramount importance. Your Company continues its focus on quality upgradation of product and services development.

C. Foreign Exchange Income and Outgo:

In Rs. Lakhs 2011-12 2010-11

Foreign Exchange Earnings: 84.37 37.88

Foreign Exchange out go :

PERSONNEL:

As regards, information pursuant to Section 217(2AA) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended), there are no employees governed by the said provisions.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY:

Adequate internal control systems are in vogue commensurate with the size of the operations of the organization. Continuous efforts are being made by constant review to improve the same.

DECLARATION:

The Company is filing all Forms and Returns with the Registrar of Companies as required under the Companies Act, 1956. The Company has not committed any of the defaults specified under Section 274 (1)(g) of the Companies Act, 1956 (as amended by the Companies Act, 2000) disqualifying its Directors to act as Directors of other Public Limited Companies.

APPRECIATION:

Your Directors take this opportunity to thank all the investors, business partners, clients, bankers, regulatory and Governmental authorities, stock exchanges and employees for their continued support and confidence in the Company.

For & onbehalf ofthe Board J. S. R. Durgaprasad J. Muralikrishna

Chairman Managing Director

Place: Hyderabad Date : 31.8.2012

Mar 31, 2010

The Directors have pleasure in presenting their 12th Annual Report together with the Audited Accounts for the financial year ended 31st March 2010.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars 2009-2010 2008-2009

Total Income 1654.23 1336.93

Profit before Interest, Depreciation and Taxation 778.90 629.5

Interest 82.24 73.86

Depreciation 686.38 467.47

Preliminary & Public issue expenses w/off 2.46 3.07

Profit before Taxation 7.87 85.20

Provision for Taxation

Fringe Benefit Tax - 1.08

Income Tax 1.22 8.80

Deferred Tax - 52.17

Profit after Taxation 6.65 23.14

Balance brought forward from previous year 427.13 413.35

Amount available for the appropriations 433.78 436.49

Preference Dividend - 8.00

Corporate Dividend tax - 1.36

Surplus carried forward 433.78 427.13

BUSINESS OUTLOOK AND MANAGEMENT DISCUSSION:

Your directors are pleased to share with you that your company has completed twelve years.

E-Governance and Common Service Centers:

The company has established citizen service centers (known as common service centers) in rural India in Bihar and Haryana. While the company won support price in Bihar, the centers in Haryana were setup with no support price as at that point of time rural market boom was greatly envisaged. The various G2C services enunciated by the governments in the request for proposal are taking more time to launch and hence the gestation of the project to generate significant revenues also is extended.

After the global financial meltdown, again the finance industry is looking up and more products and services are entering into the rural market in a big way. Accordingly your company is soliciting tie-up with various insurance and financial services players and banks to play a significant role in financial inclusion.

The company is exploring tie-up with various portal based education service providers and skill imparting industry to launch the same in rural markets.

The company is bidding for National Population Register (NPR) in some of the states where it has presence/well established operations. National Poulation register is an exercise being done by registrar general of India as part of census process. RGI is intending collection biometrics information and digitizing the citizen information as per UID guidelines. This initiative provides a great opportunity for your company in the states it is present to get good volume of work. In the year 2010-11 and 2011-2012 these projects are expected to mature and give good results to your company.

Portals for Rural Market:

The company is hosting rural product marketing portal www.vabhee.in to launch intra village trading services. The portal is expected to give new dimension and broad base the business of SARK to rural retailing and merchandising.

It is also felt that the business of SARK has to be broad based than limiting only to e-Govemance which is resulting stinted growth because of revenue dependence from only one sector - e governance and there by cash flow uncertainties leading to working capital problems. These issues accumulate to an extent that the growth of the organization also is getting stifled. It is expected that alternate cash flow generation will help in mitigating these risks.

Debtors Management:

The collections management from Government sector continued to be a strenuous exercise that is impacting the growth of the company also. Hence conscious decision is made to broad base the operations to reduce this single customer base-Government sector.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Share capital:

The paid up share capital now stands at Rs.9,35,00,000 represented by 93,50,000 equity shares of Rs.10/-each.

Reserves and surplus:

During the year under review the reserves and surplus stood at Rs.1173.38 lakhs as compared to Rs. 1166.73 lakhs in the previous year.

Fixed Assets:

The gross fixed assets of the company stood at Rs.4882.37 lakhs as at the end of the current year as compared to Rs. 4587.45 lakhs of previous year.

Net Current Assets:

The net current assets of the company have increased to Rs.1080.00 lakhs as on 31s1 March, 2010 from Rs.923.80 lakhs as at 31st March, 2009.

Dividend on Equity:

Your Directors do not recommend any appropriation towards dividend on Equity Share Capital for the year ended 31st March, 2010.

Fixed Deposits:

The Company has not invited / accepted any fixed deposits within purview of Section 58 A during the year under review.

DIRECTORS:

Shri P V Narasimham, has resigned from the board expressing his inability to attend the board matters with his other preoccupation. Your board places on record the great services rendered by Shri Narasimham and the valuable advice during his association with us.

Shri Guhan Subramaniam has resigned from the board subsequent to the divesting of shares held by SARA Fund Trustee company (P) Limitred and managed by IL & FS as Mr Guhan is the nominee on Board from Sara Fund. The board acknowledges the valuable advice rendered by Shri Guhan Subramaniam during his association with SARK.

Dr G. T Murthy and Shri V Umapathi directors of the company retire by rotation at the forthcoming annual general meeting and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following in terms of Section 217 (2AA) of the Companies Act, 1956.

i. That in accordance with the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That 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 profit of the company for the year under review.

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

iv. That the directors have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS:

The Auditors, M/s Mahesh, Virender & Sriram, Chartered Accountants, Hyderabad retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

REPLIES TO AUDITORS REPORT:

Since the company is engaged in infrastructure establishment and maintenance projects, and without adequate bank support, there were certain delays in depositing statutory dues. However, the instances are kept to the minimum and efforts are in place to ensure such instances do not happen in future,

CASH FLOW STATEMENT:

A Cash Flow Statement for the year ended 31st March, 2010 is attached with the Annual Audited Accounts of the Company.

LISTING INFORMATION:

The Securities of the Company are listed with and traded in dematerialized form at Bombay Stock Exchange Ltd from March 17th, 2009 onwards. The BSE Scrip Code is 533056 and ISIN No of the Company is INE359B01010. The Company has paid the Annual Listing Fees for the year 2009-10 to the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE:

The Corporate Governance report is set out as Annexure to this Report.

AUDIT COMMITTEE:

Audit Committee consists of the Directors namely Sri V.Umapathi, Sri P.V.Narasimham and Sri J.S.R.Durga Prasad

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

A. Conservation of Energy:

The operations of the Company involve low energy consumption. Adequate measures have, ftowever, been taken to conserve energy.

B. Technology Absorption:

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance.

Your Company continues its focus on quality upgradation of product and services development.

PERSONNEL:

As regards, information pursuant to Section 217(2AA) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended), there are no employees governed by the said provisions.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Adequate internal control systems are in vogue commensurate with the size of the operations of the organization. Continuous efforts are being made by constant review to improve the same.

DECLARATION:

The Company is filing all Forms and Returns with the Registrar of Companies as required under the Companies Act, 1956. The Company has not committed any of the defaults specified under Section 274 (1)(g) of the Companies Act, 1956 (as amended by the Companies Act, 2000) disqualifying its Directors to act as Directors of other Public Limited Companies.

APPRECIATION:

Your Directors take this opportunity to thank all the investors, business partners, clients, bankers, regulatory and Governmental authorities, stock exchanges and employees for their continued support and confidence in the Company.

For & on behalf of the Board Place: Hyderabad J.S.R. Durga Prasad J. Murali Krishna

Date: 05.12.2010 Chairman Managing Director

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