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Directors Report of Vama Industries Ltd.

Mar 31, 2015

Dear Fellow Shareholders,

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

FINANCIAL PERFORMANCE

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

(Rs. In Lakhs)

Particulars 2014-15 2013-14

Turnover 4852.90 2317.84

Other Income 16.78 5.44

Total Income 4869.68 2323.28

PBIDT 229.81 89.22

Less: (i) Interest 47.82 39.46

(ii)Depreciation 30.50 31.58

Profit Before Exceptional Item and Tax 151.49 18.19

Exceptional Item 52.70 Nil

Profit Before Tax 98.78 18.19

Less: Provision for Tax

- Current 54.40 6.96

- Deferred (5.81) (1.34)

Profit After Tax 50.19 16.12

Less : Appropriations

a) Transfer to Reserves Nil Nil

b) Proposed Divided 16.48 7.04

c) Tax on Proposed Dividend 3.29 1.20

Earning Per Share (EPS) 0.66 0.23

Balance Carried to B/S. 30.42 7.88

PERFORMANCE SUMMARY AND STATE OF AFFAIRS

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

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

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

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

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

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

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

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

Issue and allotment of securities

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

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

CHANGES IN CAPITAL

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

1 Authorised Capital:

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

2 Issued, Subscribed & Paid up Capital:

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

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

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

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

PREFERENTIAL ISSUE OF SECURITIES

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

FUTURE OPERATIONS

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

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

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

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

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

NATURE OF BUSINESS

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

DIVIDEND

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

SUBSIDIARY COMPANIES

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

COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and the Listing agreement. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

The Composition of various Committees of the Board is hereunder:

Audit Committee

Mr. V. Ramakrishna Rao - Chairman

Mr. R. Venkateswara Rao - Member

Mr. K. Vara Prasad Raju - Member

Nomination and Remuneration Committee

Mr. R. Venkateswara Rao - Chairman

Mr. V Ramakrishna Rao - Member

Mr. K. Vara Prasad Raju - Member

Stakeholders Relationship Committee

Mr. R. Venkateswara Rao - Chairman

Mr. V Ramakrishna Rao - Member

Mr. V.A. Rama Raju - Member

Risk Management Committee

Mr. V Ramakrishna Rao - Chairman

Mr. V.A. Rama Raju - Member

Mr. V Rajam Raju - Member

DIRECTORS AND KEY MANAGERIAL PERSONS

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

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

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

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

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

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

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

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

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

BOARD EVALUATION

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

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

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

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION ETC.,

The following policies are attached herewith and marked as Annexure –VI and VII respectively:

a. Policy for selection of Directors and determining Directors Independence; and evaluation mechanism.

b. Remuneration Policy for Directors, Key managerial Personnel and other employees.

MEETINGS OF THE BOARD OF DIRECTORS

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

INTERNAL AUDITORS:

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

STATUTORY AUDITORS:

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

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

SECRETARIAL AUDITORS' REPORT:

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

TRANSACTIONS WITH RELATED PARTIES

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

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

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

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

QUALITY INITIATIVES

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

FIXED DEPOSITS

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

ANNUAL RETURN

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE:

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

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

E- DISPATCH OF ANNUAL REPORTS

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

LISTING & TRADING

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

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of our employees, is attached herewith and marked as Annexure –V.

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

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

LOANS, GUARANTEES OR INVESTMENTS

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

DEMATRIALISATION OF SHARES

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

Since your Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.

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

The Particulars as prescribed pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided at Annexure – IV to this Report.

GENERAL

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

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

ACKNOWLEDGEMENTS AND APPRECIATIONS

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

For and on behalf of the Board

Sd/-

V. A. Rama Raju

Chairman and Managing Director

13th August, 2015

Hyderabad


Mar 31, 2013

Dear Fellow Shareholders,

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

FINANCIAL PERFORMANCE

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

(Rs.in Lakhs)

Particulars Audited

2012-13 2011-12

Turnover 2120.06 1401.77

Other Income 3.13 2.87

/- in Inventory 108.03 117.83

Total Income 2123.19 1404.63

PBIDT 97.42 122.39

Less: (i) Interest 26.28 13.04

(ii) Depreciation 37.90 82.66

Profit Before Tax 33.24 26.68

Less: Provision for Tax

- Current 9.75 7.09

- Deferred 0.53 (3.22)

- Fringe Benefit Tax 0 0

Profit After Tax 22.97 22.82

Less: Appropriations

a) Transfer to Reserves Nil Nil

a) Proposed Dividend 7.04 7.04

b) Tax on Proposed Div 1.14 1.14

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

BUSINESS PERFORMANCE_

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

2011-12.

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

DIVIDEND

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

FUTURE OPERATIONS_

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT_

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

REAPPOINTMENT OF STATUTORY AUDITOR

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

QUALITY

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

FIXED DEPOSITS

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

CORPORATE GOVERNANCE:_

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

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

E- DISPATCH OF ANNUAL REPORTS_

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

LISTING & TRADING_

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

PARTICULARS OF EMPOLYEES_

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

DIRECTORS

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

DEMATRIALISATION OF SHARES

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

DIRECTORS RESPONSIBILITY STATEMENT

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

Act, 1956, the Directors confirm that:

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

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

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

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

ACKNOWLEDGEMENTS AND APPRECIATIONS

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

For and on behalf of the Board

Sd/-

V. A. Rama Raju

Chairman and Managing Director

August 14th, 2013

Hyderabad.


Mar 31, 2012

Dear Fellow Shareholders,

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

FINANCIAL PERFORMANCE

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

(Rs. in Lakhs)

Particulars Audited 2011-12 2010-11

Turnover 1401.77 1007.84

Other Income 2.87 2.03

/- in Inventory 117.83 16.58

Total Income 1522.46 1026.45

PBIDT 122.38 134.33

Less: (i) Interest 13.04 8.87

(ii) Depreciation 82.66 101.91

Profit Before Tax 26.68 23.55

Less: Provision for Tax

- Current 7.09 4.37

- Deferred (3.22) (2.82)

Profit After Tax 22.82 22.01

Less: Appropriations

a) Proposed Dividend 7.04 14.08

b) Tax on Proposed Div 1.14 2.39

Earning Per Share (EPS) 0.32 0.31

Balance Carried to B/S. 14.63 5.54

BUSINESS PERFORMANCE

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

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

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

DIVIDEND

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

SUBSIDIARY

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

FUTURE OPERATIONS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

REAPPOINTMENT OF STATUTORY AUDITOR

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

QUALITY

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

FIXED DEPOSITS

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

CORPORATE GOVERNANCE

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

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

LISTING & TRADING

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

PARTICULARS OF EMPOLYEES

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

DIRECTORS

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

DEMATRIALISATION OF SHARES

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

RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

ACKNOWLEDGEMENTS AND APPRECIATIONS

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

For and on behalf of the Board

Sd/-

V. A. Rama Raju

Chairman and Managing Director

September 7, 2012

Hyderabad, A. P.


Mar 31, 2010

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

FINANCIAL HIGHLGHTS (Rs. in lakhs)

Particulars Financial Year

2009-2010 2008-2009

Turnover 903.17 806.86

Other Income 3.29 18.19

Increase/Decrease in Inventories 66,04 1.35

Total Income 972.51 826.39

Profit before Interest, Depreciation and Tax 147.79 126.61

Less:(i) Interest 3.18 2.08

(ii) Depreciation 105.46 80.24

Profit before Tax 39.15 44.29

Less: Provision for Tax

-Current 9.18 15.41

-Deferred (3.48) (0.26)

- Fringe Benefit Tax - 1.99

Profit After Tax 33.45 27.14

Less: Appropriations

a) Proposed Dividend 14.08 14.08

b) Tax on Proposed Dividend 2.39 2.39

Earning Per Share (EPS) 0.48 0 39

Balance Carried to Balance Sheet 16.98 10.67

BUSINESS PERFORMANCE

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

DIVIDEND

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

SUBSIDIARY

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

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

DIRECTORS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

AUDITORS

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

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

QUALITY

ISO 9001:2008 Implementation

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

FIXED DEPOSITS

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

LISTING & TRADING

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

PARTICULARS OF EMPLOYEES

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

Name & Age Designation Qualification Date of Experience Gross Previous

Joning Remmunaration employment

(in Rs.)

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

48 years President (Mechanical) 10,2004 Engineering

Services Ltd.

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

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

MANAGEMENT DISCUSSION & ANALYSIS

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

CORPORATE GOVERNANCE

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

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

ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board

Sd/-

Place: Hyderabad V A Rama Raju

Date: 25.08.2010 Chairman & Managing Director

 
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